Coach 2006 Annual Report Download - page 65

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REVOLVING CREDIT
AGREEMENT
This REVOLVING CREDIT AGREEMENT is made as of July 26, 2007, by and among COACH, INC. (the “ Borrower”), a Maryland
corporation having its principal place of business at 516 West 34th Street, New York, New York 10001, BANK OF AMERICA, N.A, a national banking
association (“Bank of America”), the other lending institutions listed on Schedule 1 and Bank of America, as administrative agent (the “Administrative
Agent”) for itself and such other lending institutions.
1. DEFINITIONS AND RULES OF INTERPRETATION.
1.1 Definitions. The following terms shall have the meanings set forth in this Section 1 or elsewhere in the provisions of this Credit
Agreement referred to below:
Act. See Section 16.14.
Adjustment Date. With respect to any quarter, the second Business Day following the Administrative Agent's receipt of the Compliance Certificate
required to be delivered pursuant to Section 8.3(c) for such quarter; provided, however, that in the event that the Borrower fails to deliver any Compliance
Certificate to the Administrative Agent within the time period set forth in Section 8.3(c), the Adjustment Date shall be the second Business Day following the
date on which such Compliance Certificate was required to be delivered pursuant to Section 8.3(c).
Administrative Agent. Bank of America, N.A., a national banking association organized and existing under the laws of the United States of
America, acting as administrative agent for the Lenders and each other Person appointed as the successor Administrative Agent in accordance with Section
14.9.
Administrative Agent's Fee. See Section 5.2.
Administrative Agent's Office. The Administrative Agent’s office located at 2001 Clayton Rd, Concord, CA 94520, or at such other location as the
Administrative Agent may designate from time to time.
Administrative Agent's Special Counsel. Bingham McCutchen LLP or such other counsel as may be approved by the Administrative Agent.
Administrative Questionnaire. An administrative questionnaire in a form supplied by the Administrative Agent.
Affiliate. Any Person that would be considered to be an affiliate of any other Person under Rule 144(a) of the Rules and Regulations of the Securities
and Exchange Commission, as in effect on the date hereof, if such other Person were issuing securities.
Applicable Margin. Subject to the last paragraph of this definition and with respect to each period commencing on an Adjustment Date through the
date immediately preceding the next Adjustment Date (each a “Rate Adjustment Period”), the Applicable Margin with respect to Base Rate Loans, Eurodollar
Rate Loans, Standby Letter of Credit Fees, Documentary Letter of Credit Fees or Commitment Fees, as the case may be, shall be the applicable margin set
forth below for each such category with respect to the Fixed Charge Ratio, as determined for the Reference Period of the Borrower and its Subsidiaries ending
on the last day of the fiscal quarter of the Borrower and its Subsidiaries ended immediately prior to the applicable Rate Adjustment Period.