Coach 2011 Annual Report Download - page 89

“Applicable Percentage” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s
Commitment; provided that, in the case of Section 2.24 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the
Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated
or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any
Lender’s status as a Defaulting Lender at the time of determination.
“Applicable Rate” means, for any day, with respect to any Eurocurrency Revolving Loan or any ABR Revolving Loan or with respect to the
commitment fees payable hereunder or with respect to any Commercial Letter of Credit, as the case may be, the applicable rate per annum set forth below
under the caption “Eurocurrency Spread”, “ABR Spread”, “Commitment Fee Rate” or “Commercial Letter of Credit Rate”, as the case may be, based upon the
Leverage Ratio applicable on such date:
Leverage Ratio:Eurocurrency Spread
ABR
Spread
Commercial
Letter of Credit Rate
Commitment
Fee Rate
Category 1:
< 1.25 to 1.00 0.75% 0% 0.375% 0.075%
Category 2: > 1.25 to 1.00 but < 2.00 to 1.00 0.875% 0% 0.4375% 0.09%
Category 3: > 2.00 to 1.00 but < 2.75 to 1.00 1.00% 0% 0.50% 0.125%
Category 4: > 2.75 to 1.00 but < 3.50 to 1.00 1.125% 0.125% 0.5625% 0.15%
Category 5:
> 3.50 to 1.00 1.25% 0.25% 0.625% 0.175%
For purposes of the foregoing,
(i) if at any time the Company fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01, Category
5 shall be deemed applicable for the period commencing three (3) Business Days after the required date of delivery and ending on the date which is
three (3) Business Days after the Financials are actually delivered, after which the Category shall be determined in accordance with the table above as
applicable;
(ii) adjustments, if any, to the Category then in effect shall be effective three (3) Business Days after the Administrative Agent has received
the applicable Financials (it being understood and agreed that each change in Category shall apply during the period commencing on the effective date
of such change and ending on the date immediately preceding the effective date of the next such change); and
(iii) notwithstanding the foregoing, Category 2 shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable
Financials for the Company’s first full fiscal quarter ending after the Effective Date (unless such Financials demonstrate that Category 3, 4 or 5
should have been applicable during such period, in which case such other Category shall be deemed to be applicable during such period) and
adjustments to the Category then in effect shall thereafter be effected in accordance with the preceding paragraphs.
2