Coach 2011 Annual Report Download - page 123

SECTION 2.12. Fees. (a) The Company agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which
shall accrue at the Applicable Rate on the average Available Revolving Commitment of such Lender during the period from and including the Effective Date to
but excluding the date on which such Commitment terminates; provided that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such commitment fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and
including the date on which its Commitment terminates to but excluding the date on which such Lender ceases to have any Revolving Credit Exposure.
Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the date hereof; provided that any commitment fees accruing after the date on which
the Commitments terminate shall be payable on demand. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for
the actual number of days elapsed (including the first day but excluding the last day).
(b) The Borrowers agree to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its
participations in Standby Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to
Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure in respect of Standby Letters of Credit (excluding
any portion thereof attributable to unreimbursed LC Disbursements in respect of Standby Letters of Credit) during the period from and including the
Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to
have any LC Exposure in respect of Standby Letters of Credit, (ii) to the Administrative Agent for the account of each Lender a participation fee with
respect to its participations in Commercial Letters of Credit, which shall accrue at the Applicable Rate applicable to Commercial Letters of Credit on
the average daily Dollar Amount of such Lender’s LC Exposure in respect of Commercial Letters of Credit (excluding any portion thereof attributable
to unreimbursed LC Disbursements in respect of Commercial Letters of Credit) during the period from and including the Effective Date to but
excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure
in respect of Commercial Letters of Credit and (iii) to the relevant Issuing Bank for its own account a fronting fee, which shall accrue at a rate per
annum separately agreed upon by the Company and such Issuing Bank on the average daily Dollar Amount of the LC Exposure (excluding any
portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from
and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any
LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation,
transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Unless otherwise specified above,
participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be
payable on the third (3rd) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that
all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments
terminate shall be payable on demand. Any other fees payable to any Issuing Bank pursuant to this paragraph shall be payable within ten
(10) Business Days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of
Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a
Foreign Currency shall be paid in such Foreign Currency.
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