Coach 2011 Annual Report Download - page 194

EXHIBIT F-2
[FORM OF]
BORROWING SUBSIDIARY TERMINATION
JPMorgan Chase Bank, N.A.
as Administrative Agent
for the Lenders referred to below
10 South Dearborn Street
Chicago, Illinois 60603
Attention: [__________]
[Date]
Ladies and Gentlemen:
The undersigned, Coach, Inc. (the “Company”), refers to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or
otherwise modified from time to time, the “ Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto and
JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such
terms in the Credit Agreement.
The Company hereby terminates the status of [______________] (the “ Terminated Borrowing Subsidiary”) as a Foreign Subsidiary
Borrower under the Credit Agreement. [The Company represents and warrants that no Loans made to the Terminated Borrowing Subsidiary are outstanding as
of the date hereof and that all amounts payable by the Terminated Borrowing Subsidiary in respect of interest and/or fees (and, to the extent notified by the
Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the Credit Agreement have been paid in full on or
prior to the date hereof.] [The Company acknowledges that the Terminated Borrowing Subsidiary shall continue to be a Borrower until such time as all Loans
made to the Terminated Borrowing Subsidiary shall have been prepaid and all amounts payable by the Terminated Borrowing Subsidiary in respect of interest
and/or fees (and, to the extent notified by the Administrative Agent or any Lender, any other amounts payable under the Credit Agreement) pursuant to the
Credit Agreement shall have been paid in full, provided that the Terminated Borrowing Subsidiary shall not have the right to make further Borrowings under
the Credit Agreement.]
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