Coach 2011 Annual Report Download - page 146

(d) Guarantees by (i) the Company of Indebtedness of any Subsidiary, (ii) any Subsidiary of Indebtedness of the Company or any other
Subsidiary, (iii) by the Company or any Subsidiary of Indebtedness incurred in connection with the ownership, development, leasing, acquisition,
construction or improvement of the Corporate Headquarters and (iv) the Company of Indebtedness of any joint venture; provided that the aggregate
amount of such Guarantees incurred pursuant to clause (iv) shall not exceed $100,000,000 in the aggregate;
(e) Indebtedness of the Company or any Subsidiary incurred to finance or refinance the acquisition, ownership, development, construction,
improvement or leasing of any real property (including the Corporate Headquarters), fixed or capital assets, including Capital Lease Obligations, and
extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that such
Indebtedness is incurred no more than 90 days prior to or within 90 days after such ownership, development, leasing, acquisition or the completion
of such construction or improvement;
(f) Indebtedness acquired or assumed in Permitted Acquisitions and extensions, renewals and replacements of any such indebtedness that
do not increase the outstanding principal amount thereof or shorten the final maturity or weighted average life to maturity thereof or have different
obligors;
(g) Priority Indebtedness (excluding any Indebtedness permitted by Sections 6.01(e) and (f)) in an aggregate principal amount at any one
time outstanding not to exceed 10% of the Company’s then Consolidated Net Worth;
(h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course
of business;
(i) Indebtedness in respect of letters of credit in the ordinary course of business (other than Letters of Credit);
(j) Indebtedness under Swap Agreements not entered into for speculative purposes;
(k) unsecured Indebtedness (excluding any Indebtedness permitted by Section 6.01(f)), not otherwise permitted by this Section, of any
Borrower or any Subsidiary Guarantor so long as on a pro forma basis after giving effect to the incurrence of such Indebtedness, the Leverage Ratio
is not greater than 4.00 to 1.00;
(l) Indebtedness under any interest rate protection agreements or foreign exchange hedges (regardless of whether such hedging obligations are
subject to hedge accounting) incurred in the ordinary course of business and not for speculative purposes;
(m) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty
or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of
business;
(n) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees, import
and export custom and duty guaranties and similar obligations, or obligations in respect of letters of credit, bank acceptances or guarantees or similar
instruments related thereto, in each case provided in the ordinary course of business;
59