Coach 2011 Annual Report Download - page 192

EXHIBIT F-1
[FORM OF]
BORROWING SUBSIDIARY AGREEMENT
BORROWING SUBSIDIARY AGREEMENT dated as of [_____], among Coach, Inc., a Maryland corporation (the “
of Foreign Subsidiary Borrower], a [__________] (the “ New Borrowing Subsidiary”), and JPMorgan Chase Bank, N.A. as Administrative Agent (the
“Administrative Agent”).
Reference is hereby made to the Credit Agreement dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among the Company, the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party
thereto and JPMorgan Chase Bank, N.A. as Administrative Agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. Under the Credit Agreement, the Lenders have agreed, upon the terms and subject to the conditions therein set
forth, to make Loans to certain Foreign Subsidiary Borrowers (collectively with the Company, the “ Borrowers”), and the Company and the New Borrowing
Subsidiary desire that the New Borrowing Subsidiary become a Foreign Subsidiary Borrower. In addition, the New Borrowing Subsidiary hereby authorizes
the Company to act on its behalf as and to the extent provided for in Article II of the Credit Agreement. [Notwithstanding the preceding sentence, the New
Borrowing Subsidiary hereby designates the following officers as being authorized to request Borrowings under the Credit Agreement on behalf of the New
Subsidiary Borrower and sign this Borrowing Subsidiary Agreement and the other Loan Documents to which the New Borrowing Subsidiary is, or may from
time to time become, a party: [______________]. ]
Each of the Company and the New Borrowing Subsidiary represents and warrants that the representations and warranties of the Company
in the Credit Agreement relating to the New Borrowing Subsidiary and this Agreement are true and correct on and as of the date hereof, other than
representations given as of a particular date, in which case they shall be true and correct as of that date. [The Company and the New Borrowing Subsidiary
further represent and warrant that the execution, delivery and performance by the New Borrowing Subsidiary of the transactions contemplated under this
Agreement and the use of any of the proceeds raised in connection with this Agreement will not contravene or conflict with, or otherwise constitute unlawful
financial assistance under, Sections 677 to 683 (inclusive) of the United Kingdom Companies Act 2006 of England and Wales (as amended).] [INSERT
OTHER PROVISIONS REASONABLY REQUESTED BY ADMINISTRATIVE AGENT OR ITS COUNSELS]1 The Company agrees that the Guarantee
of the Company contained in the Credit Agreement will apply to the Obligations of the New Borrowing Subsidiary. Upon execution of this Agreement by each
of the Company, the New Borrowing Subsidiary and the Administrative Agent, the New Borrowing Subsidiary shall be a party to the Credit Agreement and
shall constitute a “Foreign Subsidiary Borrower” for all purposes thereof, and the New Borrowing Subsidiary hereby agrees to be bound by all provisions of
the Credit Agreement.
This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
[Signature Page Follows]
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1 To be included only if a New Borrowing Subsidiary will be a Borrower organized under the laws of England and Wales.