Coach 2006 Annual Report Download - page 113

(i) Investments consisting of promissory notes received as proceeds of asset dispositions permitted by Section 9.5.2;
(j) Investments consisting of loans and advances to employees for moving, entertainment, travel and other similar expenses in the ordinary
course of business not to exceed $5,000,000 in the aggregate at any time outstanding;
(k) Investments in Permitted Acquisitions (other than Joint Ventures) permitted by Section 9.5.1(a) hereof; and
(l) other Investments of the Borrower and its Subsidiaries, such Investments not to exceed at any time in the aggregate the greater of (i)
$125,000,000 or (ii) ten percent (10%) of the aggregate outstanding amount of Investments of the Borrower and its Subsidiaries outstanding at such
time;
(m) Investments consisting of auction rate securities which have a long term rating of at least “A-” or “A3” and a short term rating of at least
“A1” or “P1” by S&P or Moody’s; provided that if such auction rate securities offer tax exempt dividends or interest, such securities shall maintain
a rating of at least “Aa2” or “AA” by S&P or Moody’s, and such securities may include municipal issues (including without limitation, hospitals
and toll roads) and student loan issues (including without limitation, universities and colleges), in each case, made in accordance with the
Borrower’s corporate investment policy as then in effect; and
(n) Investments consisting of long term corporate debt securities having a rating of “A-” or better by S&P, or the equivalent rating by
Moody’s, and made in accordance with the Borrower’s corporate investment policy in effect at the time such Investments are made.
9.4 Restricted Payments. The Borrower will not make any Restricted Payments; provided, however, that so long as no Default or Event
of Default has occurred and is continuing or would exist as a result thereof, the Borrower shall be permitted to make repurchases of or pay dividends
with respect to its Capital Stock, so long as immediately prior to and immediately after giving effect to any such Distribution, the Borrower and its
Subsidiaries on a consolidated basis shall be in pro forma compliance with the financial covenant set forth in Section 10 hereof.
9.5 Merger, Consolidation and Disposition of Assets.
9.5.1 Mergers and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, become a party to any
merger, amalgamation or consolidation, or agree to or effect any asset acquisition or stock acquisition (other than the acquisition of assets in
the ordinary course of business consistent with past practices) except (a) the merger or consolidation of one or more of the Subsidiaries of
the Borrower with and into the Borrower; (b) the merger or consolidation of two or more Subsidiaries of the Borrower; and (c) any asset or
stock or other equity interest acquisition by the Borrower or any of its Subsidiaries of Persons in the same or similar line of business as the
Borrower (a “Permitted Acquisition”) where (1) the Borrower has notified the Administrative Agent of such Permitted Acquisition; (2) the
business to be acquired would not subject the Administrative Agent or the Lenders to any additional regulatory or third party approvals in
connection with the exercise of its rights and remedies under this Credit Agreement or any other Loan Document; (3) no contingent liabilities
will be incurred or assumed in connection with such Permitted Acquisition which could reasonably be expected to have a Material Adverse
Effect, and any Indebtedness incurred or assumed in connection with such Permitted Acquisition shall have been permitted to be incurred
or assumed pursuant to Section 9.1 hereof; (4) the Borrower has provided the Administrative Agent with such other information as was
reasonably requested by the Administrative Agent; (5) after the consummation of the Permitted Acquisition (other than with respect to a
Joint Venture), to the extent such acquisition was a stock acquisition, the Person so acquired is merged with and into the Borrower or its
Subsidiary, with the Borrower or such Subsidiary, as the case may be, being the survivor of such merger; (6) the board of directors and
the shareholders (if required by applicable law), or the equivalent, of each of the Borrower and the Person to be acquired has approved such
merger, consolidation or acquisition and such Permitted Acquisition is otherwise considered “friendly”; (7) if the Permitted Acquisition is
of a Significant Subsidiary, the Borrower complies with the requirements of Section 8.11 hereof with respect to the Significant Subsidiary
so acquired; and (8) the Borrower has delivered to the Administrative Agent and the Lenders a certificate of the chief financial officer or
treasurer of the Borrower (A) to the effect that the Borrower and its Subsidiaries, on a consolidated basis, will be solvent upon the
consummation of the Permitted Acquisition; (B) certifying and attaching a pro forma Compliance Certificate evidencing compliance with
Section 10 hereof immediately prior to and immediately after giving effect to such Permitted Acquisition, and fairly presenting the financial
condition of the Borrower and its Subsidiaries as of the date thereof and after giving effect to such Permitted Acquisition; and (C) to the
effect that no Default or Event of Default then exists or would result after giving effect to the Permitted Acquisition.
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