Coach 2006 Annual Report Download - page 66

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Level Fixed Charge
Ratio
Base Rate
Loans
Eurodollar
Rate Loans
Standby
Letter of
Credit Fees
Documentary
Letter of Credit
Fees
Commitment
Fee
IGreater than or equal
to 7.50:1.00
0.000% 0.200% 0.200% 0.100% 0.060%
II Less than 7.50:1.00
but greater than or
equal to 6.50:1.00
0.000% 0.300% 0.300% 0.150% 0.070%
III Less than 6.50:1.00
but greater than or
equal to 5.50:1.00
0.000% 0.350% 0.350% 0.175% 0.080%
IV Less than 5.50:1.00
but greater than or
equal to 4.00:1.00
0.000% 0.400% 0.400% 0.200% 0.090%
VLess than 4.00:1.00 0.000% 0.550% 0.550% 0.275% 0.125%
During the period commencing on the Closing Date through the date immediately preceding the first Adjustment Date to occur after the fiscal quarter
ending on or about June 30, 2007, the Applicable Margin with respect to the Loans outstanding and the Letter of Credit Fees and the Commitment Fee payable
shall be the Applicable Margin set forth in Level I above. Notwithstanding the foregoing, (a) if the Borrower fails to deliver any Compliance Certificate required
under Section 8.3(c) hereof, then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately
following the date on which such Compliance Certificate is delivered, the Applicable Margin shall be the Applicable Margin set forth in Level V above, and (b)
at all times while an Event of Default shall have occurred and be continuing, the Applicable Margin to be included in the calculations set forth in Section 5.11
shall be the Applicable Margin set forth in Level V above. In the event either the Borrower or the Administrative Agent determines, in good faith, that the
calculation of the Fixed Charge Ratio on which the Applicable Margin for any particular period was determined is inaccurate and, as a consequence thereof, the
Applicable Margin was lower than it would have been, the Borrower shall immediately deliver to the Administrative Agent a correct Compliance Certificate for
such period. The Administrative Agent shall determine and notify the Borrower of the amount of interest or fees, as applicable, that would have been due in
respect of any outstanding Obligations during such period had the Applicable Margin been calculated based on the correct Fixed Charge Ratio, and the
Borrower shall promptly pay to the Administrative Agent the difference between that amount and the amount actually paid in respect of such period. In the
event either the Borrower or the Administrative Agent determines, in good faith, that the calculation of the Fixed Charge Ratio on which the Applicable Margin
for any particular period was determined is inaccurate and, as a consequence thereof, the Applicable Margin was higher than it would have been, the Borrower
shall immediately deliver to the Administrative Agent a correct Compliance Certificate for such period. The Administrative Agent shall determine and notify the
existing Lenders who were party to the Credit Agreement during the applicable period for which such higher Applicable Margin was paid of the amount of
interest or fees, as applicable, that would have been due in respect of any outstanding Obligations during such period had the Applicable Margin been
calculated based on the correct Fixed Charge Ratio, and such Lenders shall promptly reimburse the Borrower by paying to the Administrative Agent the
difference between that amount and the amount actually paid in respect of such period; provided, that in no event shall the Administrative Agent be responsible
for any amounts for which the Borrower is not so reimbursed by such Lenders.
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