Coach 2006 Annual Report Download - page 81

(c) Extension of Revolving Credit Loan Maturity Date. The Borrower may, provided that no Default or Event of Default has occurred and is
continuing, by written notice delivered to the Administrative Agent no later than (i) ninety days (90) days prior to July 26, 2012, request that the
Revolving Credit Loan Maturity Date be extended to a date one year after the then existing Revolving Credit Loan Maturity Date (the “ First Extension
Request”) and (ii) provided that the Required Lenders shall have consented to the First Extension Request and the Borrower shall have otherwise
complied with the conditions set forth in this Section 2.1(c), ninety (90) days prior to July 26, 2013, request that the Revolving Credit Loan
Maturity Date be extended to a date one year after the then existing Revolving Credit Loan Maturity Date as extended pursuant to the First Extension
Request (the “Second Extension Request” and, together with the First Extension Request each individually, an “ Extension Request” and collectively,
the “Extension Requests”). The Administrative Agent shall notify the Lenders of each such Extension Request promptly after receipt thereof, and
request each Lender to notify the Administrative Agent of its determination to consent or not to consent to each such Extension Request. If the
Required Lenders consent to the First Extension Request by so notifying the Administrative Agent in writing no later than thirty (30) Business Days
after notice of such Extension Request, the Revolving Credit Loan Maturity Date shall be extended to July 26, 2013 with respect to such consenting
Lenders. If the Required Lenders consent to the Second Extension Request by so notifying the Administrative Agent in writing no later than thirty (30)
Business Days after notice of such Extension Request, the Revolving Credit Loan Maturity Date shall be extended to July 26, 2014 with respect to
such consenting Lenders. The determination with respect to each Extension Request shall be in the sole discretion of each Lender. Any Lender which
fails to give written notice of its consent or non-consent within such period shall be deemed not to have consented to any Extension Request hereunder
(a “Dissent”); provided that the Borrower may, within sixty (60) days of such Dissent, obtain a replacement lender satisfactory to the Administrative
Agent (the “Replacement Lender”) to assume the dissenting Lender's Loans and Commitments by (i) requesting the non-dissenting Lenders acquire
and assume all of the dissenting Lender’s Loans and Commitments, as provided herein, but no such Lenders shall be under an obligation to do so;
or (ii) designating a Replacement Lender reasonably satisfactory to the Administrative Agent. If no satisfactory Replacement Lender shall be obtained,
and/or none of the non-dissenting Lenders shall agree to acquire and assume all of the dissenting Lender’s Loans and Commitments, then the
Borrower shall repay the full amount of the outstanding Obligations owing to such dissenting Lender on the then existing Revolving Credit Loan
Maturity Date with respect to such dissenting Lender. If any satisfactory Replacement Lender shall be obtained, and/or any of the non-dissenting
Lenders shall agree to acquire and assume all of the dissenting Lender’s Loans and Commitment, then such dissenting Lender shall, so long as no
Event of Default shall have occurred and be continuing, assign, in accordance with Section 15, all of its Commitment, Loans, or Notes and other
rights and obligations under this Credit Agreement and all other Loan Documents to such Replacement Lender or non-dissenting Lenders, as the case
may be, in exchange for payment of the principal amount so assigned and all interest and fees accrued on the amount so assigned, plus all other
Obligations then due and payable to the dissenting Lender; provided, however, that (i) such assignment shall be without recourse, representation or
warranty and shall be on terms and conditions reasonably satisfactory to such dissenting Lender and such Replacement Lender and/or non-
dissenting Lenders, as the case may be, and (ii) prior to any such assignment, the Borrower shall have paid to such dissenting Lender all amounts
properly demanded and unreimbursed hereunder, if applicable. Upon the effective date of such assignment, the Borrower shall issue replacement
Notes in favor of such Replacement Lender and/or non-dissenting Lenders, as the case may be, and such institution shall become a “Lender” for all
purposes under this Credit Agreement and the other Loan Documents. Any extension of the Revolving Credit Loan Maturity Date shall require,
among other things, the satisfaction of such conditions as the Administrative Agent may reasonably require, including: (A) all representations of the
Borrower and its Subsidiaries shall be true and correct on and as of the effective date of such extension; (B) no Default or Event of Default shall have
occurred and be continuing on the date of such extension; (C) since delivery to the Administrative Agent of the Borrower’s most recent audited
financial statements pursuant to Section 8.3, there shall not have occurred any event or condition that has had or could reasonably be expected, either
individually or in the aggregate, to have a Material Adverse Effect; and (D) on the then existing Revolving Credit Loan Maturity Date prior to such
extension, the Borrower shall prepay the outstanding amount of any Loans made available by any non-dissenting Lender to the extent necessary to
keep the Commitments ratable among such non-dissenting Lenders.
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