Coach 2011 Annual Report Download - page 92

“Co-Documentation Agent” means each of TD Bank, N.A., U.S. Bank National Association and Wells Fargo Bank, National Association
in its capacity as co-documentation agent for the credit facility evidenced by this Agreement.
“Commercial Letter of Credit” means a commercial documentary letter of credit issued pursuant to this Agreement by any Issuing Bank for
the account of any Borrower for the purchase of goods in the ordinary course of business.
“Commitment” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit and Swingline Loans hereunder, expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced or terminated from time to time pursuant to Section 2.09, (b) increased from time to time
pursuant to Section 2.20 and (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial
amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption or other documentation contemplated hereby
pursuant to which such Lender shall have assumed its Commitment, as applicable.
“Company” means Coach, Inc., a Maryland corporation.
“Computation Date” is defined in Section 2.04.
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.
“Consolidated EBITDAR” means, for any period, Consolidated Net Income for such period plus, without duplication and to the extent
reflected as a charge in the statement of such Consolidated Net Income for such period, the sum of (a) income tax expense, (b) interest expense, amortization or
writeoff of debt discount and debt issuance costs and commissions, discounts and other fees and charges associated with Indebtedness (including the Loans),
(c) depreciation and amortization expense, (d) amortization of intangibles (including, but not limited to, goodwill) and organization costs, (e) any extraordinary
or non-recurring non-cash expenses or losses (including any noncash impairment of assets, and, whether or not otherwise includable as a separate item in the
statement of such Consolidated Net Income for such period, non-cash losses on sales of assets outside of the ordinary course of business and including non-
cash charges arising from the application of Statement of Financial Accounting Standards No. 142 (or the corresponding Accounting Standards Codification
Topic, as applicable), (f) non-cash expenses related to stock based compensation and (g) Consolidated Lease Expense and minus, (x) to the extent included in
the statement of such Consolidated Net Income for such period, the sum of (i) interest income, (ii) any extraordinary or non-recurring non-cash income or
gains (including, whether or not otherwise includable as a separate item in the statement of such Consolidated Net Income for such period, gains on the sales of
assets outside of the ordinary course of business) and (iii) income tax credits (to the extent not netted from income tax expense) and (y) any cash payments
made during such period in respect of items described in clauses (e) and (f) above subsequent to the fiscal quarter in which the relevant noncash expenses or
losses were reflected as a charge in the statement of Consolidated Net Income, all as determined on a consolidated basis in accordance with GAAP.
For the purposes of calculating Consolidated EBITDAR for any period of four consecutive fiscal quarters (each, a “ Reference Period”)
pursuant to any determination of the Leverage Ratio, (i) if at any time during such Reference Period the Company or any Subsidiary shall have made any
Material Disposition, the Consolidated EBITDAR for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDAR (if positive)
attributable to the property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated
EBITDAR (if negative) attributable thereto for such Reference Period, and (ii) if during such Reference Period the Company or any Subsidiary shall have
made a Material Acquisition, Consolidated EBITDAR for such Reference Period shall be calculated after giving pro forma effect thereto (taking into account
(A) such cost savings as may be determined by the Company in a manner consistent with the evaluation performed by the Company in deciding to make such
Material Acquisition, as presented to the Company’s Board of Directors, provided that the Company may take into account such cost savings only if it in
good faith determines on the date of calculation that it is reasonable to expect that such cost savings will be implemented within 120 days following the date of
such Material Acquisition (or in the case of any calculation made subsequent to such 120th day, that such cost savings have, in fact, been implemented) and
(B) all transactions that are directly related to such Material Acquisition and are entered into in connection and substantially contemporaneously therewith) as
if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “ Material Acquisition” means any acquisition of
property or series of related acquisitions of property that (a) constitutes (i) assets comprising all or substantially all of a business or operating unit of a
business, (ii) all or substantially all of the common stock or other Equity Interests of a Person or (iii) in any case where clauses (i) and (ii) above are
inapplicable, the rights of any licensee (including by means of the termination of such licensee’s rights under such license) under a trademark license to such
licensee from the Company or any of its Affiliates (the “Acquired Rights”), and (b) involves the payment of consideration by the Company and its
Subsidiaries in excess of $50,000,000; “Material Disposition” means any Disposition of property or series of related Dispositions of property that yields gross
proceeds to the Company or any of its Subsidiaries in excess of $50,000,000. In making any calculation pursuant to this paragraph with respect to a Material
Acquisition of a Person, business or rights for which quarterly financial statements are not available, the Company shall base such calculation on the
financial statements of such Person, business or rights for the then most recently completed period of twelve consecutive calendar months for which such
financial statements are available and shall deem the contribution of such Person, business or rights to Consolidated EBITDAR for the period from the
beginning of the applicable Reference Period to the date of such Material Acquisition to be equal to the product of (x) the number of days in such period divided
by 365 multiplied by (y) the amount of Consolidated EBITDAR of such Person, business or rights for the twelve-month period referred to above (calculated
on the basis set forth in this definition). In making any calculation pursuant to this paragraph in connection with an acquisition of Acquired Rights to be
followed by the granting of a new license of such Acquired Rights (or any rights derivative therefrom), effect may be given to such grant of such new license
(as if it had occurred on the date of such acquisition) if, and only if, the Company in good faith determines on the date of such calculation that it is reasonable
to expect that such grant will be completed within 120 days following the date of such acquisition (or in the case of any calculation made subsequent to such
120th day, that such grant has, in fact, been completed).
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