Coach 2006 Annual Report Download - page 102

7.13 Certain Transactions. To the best knowledge of the Borrower and its Subsidiaries, none of the officers, directors, or employees of
the Borrower or any of its Subsidiaries is presently a party to any transaction with the Borrower or any of its Subsidiaries (other than for services as
employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by,
providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to
the knowledge of the Borrower, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a
substantial interest or is an officer, director, trustee or partner.
7.14 Employee Benefit Plans.
7.14.1 In General. Each Employee Benefit Plan and each Guaranteed Pension Plan has been maintained and operated in
compliance in all material respects with the provisions of ERISA and all Applicable Pension Legislation and, to the extent applicable, the
Code, including but not limited to the provisions thereunder respecting prohibited transactions and the bonding of fiduciaries and other
persons handling plan funds as required by Section 412 of ERISA, unless noncompliance could not, individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.
7.14.2 Terminability of Welfare Plans. No Employee Benefit Plan, which is an employee welfare benefit plan within the
meaning of Section 3(1) or Section 3(2)(B) of ERISA, provides benefit coverage subsequent to termination of employment, except as
required by Title I, Part 6 of ERISA or the applicable state insurance laws. The Borrower may terminate, to the extent sponsored by it, each
such Plan at any time (or at any time subsequent to the expiration of any applicable bargaining agreement) in the discretion of the Borrower
without liability to any Person other than for claims arising prior to termination.
7.14.3 Guaranteed Pension Plans. Except as could not, individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect, (a) each contribution required to be made to a Guaranteed Pension Plan, whether required to be made to avoid the
incurrence of an accumulated funding deficiency, the notice or lien provisions of Section 302(f) of ERISA, or otherwise, has been timely
made; and (b) no waiver of an accumulated funding deficiency or extension of amortization periods has been received with respect to any
Guaranteed Pension Plan, and neither the Borrower nor any ERISA Affiliate is obligated to or has posted security in connection with an
amendment to a Guaranteed Pension Plan pursuant to Section 307 of ERISA or Section 401(a)(29) of the Code. Based on the latest valuation
of each Guaranteed Pension Plan (which in each case occurred within twelve months of the date of this representation), and on the actuarial
methods and assumptions employed for that valuation, the aggregate benefit liabilities of all such Guaranteed Pension Plans within the
meaning of Section 4001 of ERISA did not exceed the aggregate value of the assets of all such Guaranteed Pension Plans, disregarding for
this purpose the benefit liabilities and assets of any Guaranteed Pension Plan with assets in excess of benefit liabilities, except as could not,
individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
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