Coach 2006 Annual Report Download - page 116

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10.1 Fixed Charge Ratio. The Borrower will not permit the Fixed Charge Ratio at the end of any Reference Period to be less than 2.50 to 1.
11. CLOSING CONDITIONS.
The obligations of the Lenders to make the initial Revolving Credit Loans and of the Issuing Lender to issue any initial Letters of Credit shall be
subject to the satisfaction of the following conditions precedent on or prior to July 26, 2007:
11.1 Loan Documents. Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be
in full force and effect and shall be in form and substance satisfactory to each of the Lenders. The Administrative Agent shall have received fully
executed copies of each such document in sufficient quantities to deliver one (1) fully executed original of each such document to each Lender.
11.2 Certified Copies of Governing Documents. The Administrative Agent shall have received from the Borrower and each of the
Guarantors copies, certified by a duly authorized officer of such Person to be true and complete on the Closing Date, of each of its Governing
Documents as in effect on such date of certification.
11.3 Corporate or Other Action. All corporate (or other) action necessary for the valid execution, delivery and performance by the
Borrower and each of the Guarantors of this Credit Agreement and the other Loan Documents to which it is or is to become a party shall have been
duly and effectively taken, and evidence thereof satisfactory to the Lenders shall have been provided to the Administrative Agent.
11.4 Incumbency Certificate. The Administrative Agent shall have received from the Borrower and each of the Guarantors an
incumbency certificate, dated as of the Closing Date, signed by a duly authorized officer of the Borrower or such Guarantor, and giving the name
and bearing a specimen signature of each individual who shall be authorized: (a) to sign, in the name and on behalf of each of the Borrower or such
Guarantor, each of the Loan Documents to which the Borrower or such Guarantor is or is to become a party; (b) in the case of the Borrower, to make
Loan Requests and Conversion Requests and to apply for Letters of Credit; and (c) to give notices and to take other action on its behalf under the
Loan Documents.
11.5 Certificates of Location and UCC Search Results. The Administrative Agent shall have received a completed and fully executed
certificate of location and the results of UCC searches (and the equivalent thereof in all applicable foreign jurisdictions), indicating no Liens other
than Permitted Liens and otherwise in form and substance satisfactory to the Administrative Agent.
11.6 Certificates of Insurance. The Administrative Agent shall have received a certificate of insurance from an independent insurance
broker dated on or before the Closing Date and/or such other evidence of insurance as is satisfactory to the Administrative Agent, identifying
insurers, types of insurance, insurance limits, and policy terms, and otherwise describing the insurance obtained in accordance with the provisions
of the Loan Documents.
11.7 Opinion of Counsel. The Administrative Agent shall have received a favorable legal opinion addressed to the Lenders and the
Administrative Agent, dated as of the Closing Date and in sufficient quantities to deliver one (1) original of each such opinion to each Lender, in
form and substance satisfactory to the Administrative Agent, from
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