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COACH INC (COH)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 08/22/2012
Filed Period 06/30/2012

Table of contents

  • Page 1
    COACH INC (COH) 10-K Annual report pursuant to section 13 and 15(d) Filed on 08/22/2012 Filed Period 06/30/2012

  • Page 2
    ...Address of principal executive offices); (Zip Code) (212) 594-1850 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: Title of Each Class: Name of Each Exchange on which Registered Common Stock, par value $.01 per share New York Stock...

  • Page 3
    ... About Market Risk ... Item 9A. Controls and Procedures ...Item 9B. Other Information ...PART III Item 10. Directors, Executive Officers and Corporate Governance ...Item 11. Executive Compensation ...Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder...

  • Page 4
    ... contemplated by these forward-looking statements due to a number of factors, including those discussed in the sections of this Form 10-K filing entitled ''Risk Factors'' and ''Management's Discussion and Analysis of Financial Condition and Results of Operations.'' These factors are not necessarily...

  • Page 5
    ...at an attractive price. Coach's modern, fashionable handbags and accessories use a broad range of high quality leathers, fabrics and materials. In response to our customer's demands for both fashion and function, Coach offers updated styles and multiple product categories which address an increasing...

  • Page 6
    ...position within the Japanese imported luxury handbag and accessories market. PRODUCTS Coach's product offerings include women's and men's bags, accessories, wearables, footwear, jewelry, sunwear, travel bags, watches and fragrance. The following table shows the percent of net sales that each product...

  • Page 7
    ... similar products, service and marketing strategies. Direct-to-Consumer Segment The Direct-to-Consumer segment consists of channels that provide us with immediate, controlled access to consumers: Coach-operated stores in North America; Japan; Hong Kong, Macau, and mainland China; Taiwan; Singapore...

  • Page 8
    ...of total net sales, respectively. Beginning with the first quarter of fiscal 2013, this segment also includes Coach-operated stores in Malaysia and Korea. North American Retail Stores - Coach stores are located in regional shopping centers and metropolitan areas throughout the U.S. and Canada. The...

  • Page 9
    ... new American luxury primarily for handbags, accessories and ready-to-wear. We introduced the Reed Krakoff brand with store openings in North America and internationally through specialty retailers in early fiscal 2011. Reed Krakoff operates department store shop-in-shop locations, freestanding...

  • Page 10
    ... distributors who sell Coach products through department stores and freestanding retail locations in over 20 countries. Coach's current network of international distributors serves the following domestic and/or travel retail markets: South Korea, US & Territories, Taiwan, Malaysia, Hong Kong, Mexico...

  • Page 11
    ... channels: shoes in department store shoe salons, watches in selected jewelry stores and eyewear in selected optical retailers. These venues provide additional, yet controlled, exposure of the Coach brand. Coach's licensing partners pay royalties to Coach on their net sales of Coach branded products...

  • Page 12
    ... by maintaining sourcing and product development offices in China, Hong Kong, Vietnam, South Korea and India that work closely with our independent manufacturers. This broad-based, global manufacturing strategy is designed to optimize the mix of cost, lead times and construction capabilities. Over...

  • Page 13
    ...chain management system supports sales and inventory planning and reporting functions. Product fulfillment is facilitated by Coach's highly automated warehouse management system and electronic data interchange system, while the unique requirements of Coach's internet business are supported by Coach...

  • Page 14
    ... America; Japan; Hong Kong, Macau, and mainland China; Taiwan; Singapore and Korea. Approximately 70 of Coach's employees are covered by collective bargaining agreements. Coach believes that its relations with its employees are good, and it has never encountered a strike or work stoppage. FINANCIAL...

  • Page 15
    ...our company not being the first to bring product to market, which could compromise our competitive position. Additionally, our current growth strategy includes plans to expand in a number of international regions, including Asia and Europe. We currently plan to open additional Coach stores in China...

  • Page 16
    ... successful operation of our business, including corporate email communications to and from employees and stores, the design, manufacture and distribution of our finished goods, digital marketing efforts, collection and retention of customer data, employee information, the processing of credit card...

  • Page 17
    ... fuel, travel and transportation, compliance with our Global Business Integrity Program, disruptions or delays in shipments, loss or impairment of key manufacturing or distribution sites, inability to engage new independent manufacturers that meet the Company's cost-effective sourcing model, product...

  • Page 18
    ... the U.S. Wholesale and Coach International businesses comprised approximately 11% of total net sales for fiscal 2012. Continued consolidation in the retail industry could further decrease the number of, or concentrate the ownership of, stores that carry our and our licensees' products. Furthermore...

  • Page 19
    ...-majority stockholder votes, unless some conditions are met or the business combination is exempted by Coach's Board. Risks relating to our Hong Kong Depositary Receipts (''HDRs'') An active trading market for the Hong Kong Depositary Receipts on the Hong Kong Stock Exchange might not develop or...

  • Page 20
    ...or exemptions by the Hong Kong Stock Exchange and SFC. Additionally, if any of these waivers or exemptions were to be revoked in circumstances including our non-compliance with applicable undertakings for any reason, additional legal and compliance obligations might be costly and time consuming, and...

  • Page 21
    ... HDRs are respectively traded. In addition, the time differences between Hong Kong and New York and unforeseen market circumstances or other factors may delay the exchange of HDRs into Common Stock (and vice versa). Investors will be prevented from settling or effecting the sale of their securities...

  • Page 22
    ... Taipei City, Taiwan Hong Kong Singapore Seoul, South Korea Beijing, China Long An, Vietnam Chennai, India Luxembourg Distribution and consumer service Corporate, sourcing and product development Corporate and product development Coach Japan regional management Sourcing, quality control and product...

  • Page 23
    ... that is wrongful or in violation of implied contracts. Coach believes that the outcome of all pending legal proceedings in the aggregate will not have a material adverse effect on Coach's business or consolidated financial statements. Coach has not entered into any transactions that have been...

  • Page 24
    PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market and Dividend Information Coach's common stock is listed on the New York Stock Exchange and is traded under the symbol ''COH.'' Coach's Hong Kong Depositary Receipts ...

  • Page 25
    ... ''Securities Authorized For Issuance Under Equity Compensation Plans'' in the Company's definitive Proxy Statement for the Annual Meeting of Stockholders to be held on November 7, 2012, to be filed with the Securities and Exchange Commission (The ''Proxy Statement''), is incorporated herein by...

  • Page 26
    ... to forecast or be indicative of future performance. Stock Repurchase Program The Company's share repurchases during the fourth quarter of fiscal 2012 were as follows: Total Number of Shares Purchased as Part of Publicly Announced Average Price Plans or Paid per Programs(1) Share (in thousands...

  • Page 27
    ... Net Sales Data: Gross margin ...Selling, general and administrative expenses ...Operating margin ...Income from continuing operations ...Consolidated Balance Sheet Data: Working capital ...Total assets ...Cash, cash equivalents and investments ...Inventory ...Long-term debt ...Stockholders' equity...

  • Page 28
    ... Japan locations ...Coach China locations ...Coach Singapore and Taiwan locations ...Total stores open at fiscal year-end ...North American retail stores . North American factory stores...Coach Japan locations ...Coach China locations ...Coach Singapore and Taiwan locations ...Total store square...

  • Page 29
    ... retail businesses in Hong Kong, Macau and mainland China from its former distributor, the ImagineX group. Prior to the acquisitions, these locations were operated by the ImagineX group. During fiscal 2012, the Company acquired its domestic retail businesses in Singapore and Taiwan from their...

  • Page 30
    ... bags, accessories, business cases, footwear, wearables, jewelry, sunwear, travel bags, watches and fragrance. Coach operates in two segments: Direct-to-Consumer and Indirect. The Direct-to-Consumer segment includes sales to consumers through Coach-operated stores in North America; Japan; Hong Kong...

  • Page 31
    ... North America. Coach China results continued to be strong with double-digit growth in comparable stores. Coach China opened 30 net new locations, bringing the total number of locations at the end of fiscal 2012 to 96. Coach Japan opened 11 net new locations, bringing the total number of locations...

  • Page 32
    ... exchange. During fiscal 2012, Coach opened 11 net new locations and expanded three locations in Japan. Coach China results continued to be strong with double-digit percentage growth in comparable store sales. During fiscal 2012, Coach opened 30 net new stores in Hong Kong and mainland China...

  • Page 33
    ... the number of Coach-operated stores in North America; Japan; Hong Kong, Macau, mainland China; Taiwan and Singapore open during any fiscal period. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs...

  • Page 34
    ... 5.1% and 5.5% of net sales, respectively. The dollar increase in administrative expenses was primarily due to increased headcount and systems investment, largely due to our international expansion. Provision for Income Taxes The effective tax rate was 31.0% in fiscal 2012 compared to 32.3% in...

  • Page 35
    ... exchange. During fiscal 2011, Coach opened eight net new locations and expanded three locations in Japan. Coach China results continued to be strong with double-digit percentage growth in comparable store sales. During fiscal 2011, Coach opened 25 net new stores in Hong Kong and mainland China...

  • Page 36
    ... number of Coachoperated stores in North America; Japan; Hong Kong, Macau and mainland China open during any fiscal period. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations and...

  • Page 37
    ... the effective tax rate. FISCAL 2012, FISCAL 2011, FISCAL 2009 AND FISCAL 2008 ITEMS AFFECTING COMPARABILITY OF OUR FINANCIAL RESULTS Non-GAAP Measures The Company's reported results are presented in accordance with U.S. Generally Accepted Accounting Principles (''GAAP''). The reported SG&A expenses...

  • Page 38
    ...tax asset balances due to a change in Japan's corporate tax laws and the favorable settlement of a multi-year transfer pricing agreement with Japan. The Company used the net income favorability to contribute an aggregate $39.2 million to the Coach Foundation. The Company believed that in order to re...

  • Page 39
    ... tax settlements, assists investors in evaluating the Company's direct, ongoing business operations. Currency Fluctuation Effects The percentage increase in sales and U.S. dollar increases in operating expenses in fiscal 2012 and fiscal 2011 for Coach Japan have been presented both including and...

  • Page 40
    ... dividend payment rate. Revolving Credit Facilities Through June 18, 2012, the Company maintained a $100 million revolving credit facility with certain lenders and Bank of America, N.A. as the primary lender and administrative agent (the ''Bank of America facility''). At Coach's request and lenders...

  • Page 41
    ... holiday selling season, opens new retail stores and generates higher levels of trade receivables. In the second fiscal quarter its working capital requirements are reduced substantially as Coach generates consumer sales and collects wholesale accounts receivable. In fiscal 2012, Coach purchased...

  • Page 42
    ... the Company's legally binding agreements to purchase finished goods. (3) Amounts presented include interest payment obligations. The table above excludes the following: amounts included in current liabilities, other than the current portion of long-term debt, in the Consolidated Balance Sheet at...

  • Page 43
    ...'s accounting policies, please refer to the Notes to Consolidated Financial Statements. Income Taxes The Company's effective tax rate is based on pre-tax income, statutory tax rates, tax laws and regulations, and tax planning strategies available in the various jurisdictions in which Coach operates...

  • Page 44
    ... accounts, discounts and returns would have resulted in an insignificant change in accounts receivable and net sales. Share-Based Compensation The Company recognizes the cost of employee services received in exchange for awards of equity instruments, such as stock options, based on the grant-date...

  • Page 45
    ...non-licensed product needs are purchased from independent manufacturers in countries other than the United States, including China, Vietnam, India, Philippines, Thailand, Italy, Taiwan, Peru, Malaysia, Columbia, Turkey and Great Britain. Additionally, sales are made through international channels to...

  • Page 46
    ...'s internal control system was designed to provide reasonable assurance to the Company's management and Board regarding the preparation and fair presentation of published financial statements. Management evaluated the effectiveness of the Company's internal control over financial reporting using...

  • Page 47
    PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required to be included by Item 10 of Form 10-K will be included in the Proxy Statement for the 2012 Annual Meeting of Stockholders and such information is incorporated by reference herein. The Proxy Statement ...

  • Page 48
    PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Financial Statements and Financial Statement Schedules See ''Index to Financial Statements'' which is located on page 47 of this report. (b) Exhibits. See the exhibit index which is included herein. 45

  • Page 49
    ... by the undersigned, thereunto duly authorized. COACH, INC. Date: August 22, 2012 By: /s/ Lew Frankfort Name: Lew Frankfort Title: Chairman and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on...

  • Page 50
    ... EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K FINANCIAL STATEMENTS For the Fiscal Year Ended June 30, 2012 COACH, INC. New York, New York 10001 INDEX TO FINANCIAL STATEMENTS Page Number Reports of Independent Registered Public Accounting Firm...Consolidated Balance Sheets - At June 30, 2012...

  • Page 51
    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Coach, Inc. New York, New York We have audited the accompanying consolidated balance sheets of Coach, Inc. and subsidiaries (the ''Company'') as of June 30, 2012 and July 2, 2011, and the related ...

  • Page 52
    ... REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Coach, Inc. New York, New York We have audited the internal control over financial reporting of Coach, Inc. and subsidiaries (the ''Company'') as of June 30, 2012 based on criteria established in Internal Control...

  • Page 53
    ... ...Total current assets ...Property and equipment, net ...Goodwill ...Intangible assets ...Deferred income taxes ...Other assets ...Total assets ...LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Accounts payable ...Accrued liabilities ...Current portion of long-term debt Total current...

  • Page 54
    COACH, INC. CONSOLIDATED STATEMENTS OF INCOME (amounts in thousands, except per share data) Fiscal Year Ended June 30, 2012 July 2, 2011 July 3, 2010 Net sales ...Cost of sales ...Gross profit ...Selling, general and administrative expenses ...Operating income ...Interest income, net ...Other ...

  • Page 55
    ... Income Total Stockholders' Equity Balances at June 27, 2009 ...Net income ...Unrealized losses on cash ï¬,ow hedging derivatives, net of tax ...Translation adjustments ...Change in pension liability, net of tax . Comprehensive income ...Shares issued for stock options and employee benefit plans...

  • Page 56
    ...in accounts payable ...Increase in accrued liabilities ...Net cash provided by operating activities ...CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of interest in equity method investment Acquisitions of distributors ...Purchases of property and equipment ...Loans to related parties ...Purchases...

  • Page 57
    ... men's bags, accessories, business cases, footwear, wearables, jewelry, sunwear, travel bags, watches and fragrance. Coach's products are sold through the Direct-to-Consumer segment, which includes Company-operated stores in North America; Japan; Hong Kong, Macau, mainland China; Taiwan; Singapore...

  • Page 58
    ... property and equipment, the cost and related accumulated depreciation are removed from the accounts. Operating Leases The Company's leases for office space, retail stores and the distribution facility are accounted for as operating leases. The majority of the Company's lease agreements provide for...

  • Page 59
    ... account administration compensation and all Coach Japan, Coach China, Coach Singapore, and Coach Taiwan operating expenses. Advertising, marketing and design expenses include employee compensation, media space and production, advertising agency fees, new product design costs, public relations...

  • Page 60
    ... value. Foreign Currency The functional currency of the Company's foreign operations is generally the applicable local currency. Assets and liabilities are translated into U.S. dollars using the current exchange rates in effect at the balance sheet date, while revenues and expenses are translated at...

  • Page 61
    COACH, INC. Notes to Consolidated Financial Statements (Continued) (dollars and shares in thousands, except per share data) 2. SIGNIFICANT ACCOUNTING POLICIES âˆ' (continued) Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted-average number of shares...

  • Page 62
    ... Plan. These plans were approved by Coach's stockholders. The exercise price of each stock option equals 100% of the market price of Coach's stock on the date of grant and generally has a maximum term of 10 years. Stock options and share awards that are granted as part of the annual compensation...

  • Page 63
    ... Financial Statements (Continued) (dollars and shares in thousands, except per share data) 4. SHARE-BASED COMPENSATION âˆ' (continued) original option and will remain exercisable for the remaining term of the original option. Replacement stock options generally vest six months from the grant date...

  • Page 64
    ... 2012, $98,571 of total unrecognized compensation cost related to nonvested share awards is expected to be recognized over a weighted-average period of 1.0 years. Employee Stock Purchase Plan Under the Employee Stock Purchase Plan, full-time Coach employees are permitted to purchase a limited number...

  • Page 65
    ... the effect on costs from changes in consumer price indices. Certain rentals are also contingent upon factors such as sales. Rent-free periods and scheduled rent increases are recorded as components of rent expense on a straightline basis over the related terms of such leases. Contingent rentals are...

  • Page 66
    ... bond insurer, current market conditions and the value of the collateral bonds. (b) The Company enters into zero-cost collar options to manage its exposure to foreign currency exchange rate ï¬,uctuations resulting from Coach Japan's and Coach Canada's U.S. dollar-denominated inventory purchases. The...

  • Page 67
    ... Company purchased $224,007 of short-term investments consisting of U.S. treasury bills and commercial paper. These investments, net of proceeds from sales and maturities, totaled $2,256 as of July 2, 2011 and were classified as held-to-maturity based on our positive intent and ability to hold the...

  • Page 68
    ... funding for working capital and general corporate purposes, Coach Shanghai Limited has a credit facility that allows a maximum borrowing of 63 million Chinese renminbi, or approximately $10,000 at June 30, 2012. Interest is based on the People's Bank of China rate. During fiscal 2012 and fiscal...

  • Page 69
    ...involving international parties, excluding consumer sales at Coach Japan, Coach Canada, Coach China, Coach Singapore, and Coach Taiwan, are denominated in U.S. dollars, which limits the Company's exposure to foreign currency exchange rate ï¬,uctuations. However, the Company is exposed to market risk...

  • Page 70
    ... within net cash provided by operating activities. The following tables provide information related to the Company's derivatives: Fair Value Derivatives Designated as Hedging Instruments Balance Sheet Classification At June 30, 2012 At July 2, 2011 Foreign exchange contracts Total derivative...

  • Page 71
    ... changes in the carrying amount of goodwill for the years ended June 30, 2012 and July 2, 2011 are as follows: Direct-toConsumer Indirect Total Balance at July 3, 2010 ...Foreign exchange impact ...Balance at July 2, 2011 ...Acquisition of Singapore and Taiwan retail businesses ...Foreign exchange...

  • Page 72
    ...liabilities at the respective year-ends were as follows: Fiscal 2012 Fiscal 2011 Share-based compensation ...Reserves not deductible until paid ...Pensions and other employee benefits Property and equipment ...Net operating loss ...Other ...Gross deferred tax assets ...Prepaid expenses ...Goodwill...

  • Page 73
    ... Company operates its business in two reportable segments: Direct-to-Consumer and Indirect. The Company's reportable segments represent channels of distribution that offer similar merchandise, service and marketing strategies. Sales of Coach products through Company-operated stores in North America...

  • Page 74
    ... corporate expenses include production variances, general marketing, administration and information systems, as well as distribution and consumer service expenses. In connection with the acquisitions of the retail businesses in Hong Kong, Macau, mainland China, Singapore and Taiwan, the Company...

  • Page 75
    ... and 130 department store shop-in-shops, retail stores and factory stores in Hong Kong, Macau, mainland China, Taiwan and Singapore. Coach also operates distribution, product development and quality control locations in the United States, Hong Kong, China, South Korea, Vietnam and India. Geographic...

  • Page 76
    ...Coach's common stock are made from time to time, subject to market conditions and at prevailing market prices, through open market purchases. Repurchased shares of common stock become authorized but unissued shares and may be issued in the future for general corporate and other purposes. The Company...

  • Page 77
    COACH, INC. Notes to Consolidated Financial Statements (Continued) (dollars and shares in thousands, except per share data) 16. SUPPLEMENTAL BALANCE SHEET INFORMATION The components of certain balance sheet accounts are as follows: June 30, 2012 July 2, 2011 Property and equipment Land and building...

  • Page 78
    COACH, INC. Schedule II - Valuation and Qualifying Accounts For the Fiscal Years Ended June 30, 2012, July 2, 2011 and July 3, 2010 (amounts in thousands) Balance at Beginning of Year Provision Charged to Costs and Expenses Write-offs/ Allowances Taken Balance at End of Year Fiscal 2012 Allowance ...

  • Page 79
    COACH, INC. Quarterly Financial Data (dollars and shares in thousands, except per share data) (unaudited) First Quarter Second Quarter Third Quarter Fourth Quarter Fiscal 2012(1) Net sales ...Gross profit ...Net income...Net income per common share: Basic ...Diluted ...Fiscal 2011(1) Net sales ......

  • Page 80
    ...April 2, 2011 Revolving Credit Agreement, dated as of June 18, 2012, by and between Coach, certain lenders and JPMorgan Chase Bank, N.A., as administrative agent Coach, Inc. 2000 Stock Incentive Plan, which is incorporated by reference from Exhibit 10.10 to Coach's Annual Report on Form 10-K for the...

  • Page 81
    ...July 3, 2010 Coach, Inc. 2010 Stock Incentive Plan, which is incorporated by reference from Appendix A to the Registrant's Definitive Proxy Statement for the 2010 Annual Meeting of Stockholders, filed on September 24, 2010 Amendment to Employment Agreement, dated May 7, 2012, between Coach and Lew...

  • Page 82
    ..., which is incorporated herein by reference from Exhibit 10.3 to Coach's Current Report on Form 8-K filed on May 8, 2012 Performance Restricted Stock Unit Award Grant Notice and Agreement, dated August 4, 2011, between Coach and Michael Tucci, which is incorporated herein by reference from Exhibit...

  • Page 83
    EXECUTION COPY CREDIT AGREEMENT dated as of June 18, 2012 among COACH, INC. The Foreign Subsidiary Borrowers Party Hereto The Lenders Party Hereto JPMORGAN CHASE BANK, N.A. as Administrative Agent HSBC BANK USA, NATIONAL ASSOCIATION as Syndication Agent and TD BANK, N.A., U.S. BANK NATIONAL ...

  • Page 84
    ... 1.04. ACCOUNTING TERMS; GAAP; EXCHANGE RATES ARTICLE II The Credits SECTION 2.01. COMMITMENTS SECTION 2.02. LOANS AND BORROWINGS SECTION 2.03. REQUESTS FOR REVOLVING BORROWINGS SECTION 2.04. DETERMINATION OF DOLLAR AMOUNTS SECTION 2.05. SWINGLINE LOANS SECTION 2.06. LETTERS OF CREDIT SECTION 2.07...

  • Page 85
    ... 4.01. EFFECTIVE DATE SECTION 4.02. EACH CREDIT EVENT SECTION 4.03. DESIGNATION OF A FOREIGN SUBSIDIARY BORROWER ARTICLE V Affirmative Covenants SECTION 5.01. FINANCIAL STATEMENTS AND OTHER INFORMATION SECTION 5.02. NOTICES OF MATERIAL EVENTS SECTION 5.03. EXISTENCE; CONDUCT OF BUSINESS SECTION 5.04...

  • Page 86
    ... 9.13. SECTION 9.14. SECTION 9.15. SECTION 9.16. ARTICLE X Company Guarantee SECTION 10.01. SECTION 10.02. SECTION 10.03. SECTION 10.04. SECTION 10.05. SECTION 10.06. USA PATRIOT ACT RELEASES OF SUBSIDIARY GUARANTORS INTEREST RATE LIMITATION NO ADVISORY OR FIDUCIARY RESPONSIBILITY GUARANTEE NO...

  • Page 87
    ... Cost - Existing Letter of Credit - Subsidiaries - Properties - Litigation - Existing Indebtedness - Existing Liens - Existing Investments - Form of Assignment and Assumption - [Intentionally Omitted] - Form of Increasing Lender Supplement - Form of Augmenting Lender Supplement - List of Closing...

  • Page 88
    CREDIT AGREEMENT (this "Agreement") dated as of June 18, 2012 among COACH, INC., the FOREIGN SUBSIDIARY BORROWERS from time to time party hereto, the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent ...

  • Page 89
    ...at the time of determination. "Applicable Rate" means, for any day, with respect to any Eurocurrency Revolving Loan or any ABR Revolving Loan or with respect to the commitment fees payable hereunder or with respect to any Commercial Letter of Credit, as the case may be, the applicable rate per annum...

  • Page 90
    ...Governors of the Federal Reserve System of the United States of America. "Borrower" means the Company or any Foreign Subsidiary Borrower. "Borrowing" means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single...

  • Page 91
    ..." means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term "Business Day" shall also exclude any day on which banks are not open...

  • Page 92
    ...co-documentation agent for the credit facility evidenced by this Agreement. "Commercial Letter of Credit" means a commercial documentary letter of credit issued pursuant to this Agreement by any Issuing Bank for the account of any Borrower for the purchase of goods in the ordinary course of business...

  • Page 93
    ... of any Subsidiary of the Company to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary. 6

  • Page 94
    ... of the balance sheet (other than Equity Interests, treasury stock, capital surplus and retained earnings), in each case determined on a consolidated basis (after eliminating all inter-company items) in accordance with GAAP; provided, however, that in calculating Consolidated Net Worth the effects...

  • Page 95
    ... from time to time by the Administrative Agent and the Lenders. "Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any...

  • Page 96
    ... Agent shall mean, for each Foreign Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Company and each Lender. "Event of Default" has the meaning assigned to such term...

  • Page 97
    ... such an agreement, such Exchange Rate shall instead be calculated on the basis of the arithmetical mean of the buy and sell spot rates of exchange of the Administrative Agent for such Foreign Currency on the London market at 11:00 a.m., Local Time, on such date for the purchase of Dollars with such...

  • Page 98
    ... ERISA Affiliate. "Foreign Plan Event" means, with respect to any Foreign Plan, (a) the failure to make or, if applicable, accrue in accordance with normal accounting practices, any employer or employee contributions required by applicable law or by the terms of such Foreign Plan, (b) the failure to...

  • Page 99
    ...of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding accounts payable incurred in the ordinary course of business and any...

  • Page 100
    ... Memorandum dated May 2012 relating to the Company and the Transactions. "Insolvent" means, with respect to any Multiemployer Plan, the condition that such Multiemployer Plan is insolvent within the meaning of Section 4245 of ERISA. "Interest Election Request" means a request by the applicable...

  • Page 101
    ..."Japanese Yen" means the lawful currency of Japan. "LC Collateral Account" has the meaning assigned to such term in Section 2.06(j). "LC Disbursement" means a payment made by an Issuing Bank pursuant to a Letter of Credit. "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn Dollar...

  • Page 102
    ... operative. "Loan Parties" means, collectively, the Borrowers and the Subsidiary Guarantors. "Loans" means the loans made by the Lenders to the Borrowers pursuant to this Agreement. "Local Time" means (i) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars...

  • Page 103
    ... netting agreements) that the Company or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time. "Maturity Date" means June 16, 2017, as extended pursuant to Section 2.25. "Moody's" means Moody's Investors Service, Inc. "Multiemployer Plan" means a multiemployer...

  • Page 104
    ... a business or operating business unit of another Person or (iii) in any case where clauses (i) and (ii) above are inapplicable, the rights of any licensee (including by means of the termination of such license's rights under such license) under a trademark license to such licensee from the Company...

  • Page 105
    ... obligations of a like nature, in each case in the ordinary course of business; (e) Liens incurred in the ordinary course of business in connection with the sale, lease, transfer or other disposition of any credit card receivables of the Company or any of its Subsidiaries; (f) judgment, attachment...

  • Page 106
    ...Pounds Sterling" means the lawful currency of the United Kingdom. "Prime Rate" means the rate of interest per annum publicly announced from time to time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New York City; each change in the Prime Rate shall be effective...

  • Page 107
    ... the meaning assigned to such term in Section 9.04. "Related Line of Business" means: (a) any line of business in which the Company or any of its Subsidiaries is engaged as of, or immediately prior to, the Effective Date, (b) any wholesale, retail or other distribution of products or services under...

  • Page 108
    ... Standard & Poor's Ratings Services, a Standard & Poor's Financial Services LLC business. "SEC" means the United States Securities and Exchange Commission. "Significant Subsidiary" means any Domestic Subsidiary that is a "Significant Subsidiary" as defined in Regulation S-X, part 210.1-02 of Title...

  • Page 109
    ... or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of the Company or the Subsidiaries shall be a Swap Agreement. "Swingline Exposure" means, at any time, the aggregate principal amount of all Swingline Loans...

  • Page 110
    ... Terms; GAAP; Exchange Rates. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Company notifies the Administrative Agent that the Company requests...

  • Page 111
    ... of changes in Exchange Rates from those rates applicable at the time or times Indebtedness or obligations secured by Liens were initially consummated or acquired in reliance on the exceptions under such Sections. ARTICLE II The Credits SECTION 2.01. Commitments. Subject to the terms and conditions...

  • Page 112
    ... than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request in a form approved by the Administrative Agent and signed by such Borrower, or the Company on its behalf) not later...

  • Page 113
    ... to the terms and conditions set forth herein, the Company may borrow, prepay and reborrow Swingline Loans. (b) To request a Swingline Loan, the Company shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the...

  • Page 114
    ... own account, in a form reasonably acceptable to the relevant Issuing Bank, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application...

  • Page 115
    ... Section 2.25; provided that, notwithstanding anything in this Agreement (including Section 2.25 hereof) or any other Loan Document to the contrary, the Maturity Date, as such term is used in reference to the Issuing Bank or any Letter of Credit issued thereby, may not be extended without the prior...

  • Page 116
    ... each Borrower to the extent permitted by applicable law) suffered by such Borrower that are caused by such Issuing Bank's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree...

  • Page 117
    ... the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of any Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account...

  • Page 118
    (k) Issuing Bank Agreements. Each Issuing Bank agrees that, unless otherwise requested by the Administrative Agent, such Issuing Bank shall report in writing to the Administrative Agent (i) on the first Business Day of each week, the daily activity (set forth by day) in respect of Letters of Credit ...

  • Page 119
    ... by promptly crediting the amounts so received, in like funds, to (x) an account of the Company maintained with the Administrative Agent in New York City or Chicago and designated by the Company in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of...

  • Page 120
    ... Period of one month's duration. (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing. (e) If the relevant Borrower fails to deliver a timely Interest Election...

  • Page 121
    ..., including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Class, Agreed Currency and Type thereof and the Interest Period...

  • Page 122
    ... with the terms of this Agreement. (e) Any Lender may request, through the Administrative Agent, that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the relevant Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of...

  • Page 123
    ... 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...

  • Page 124
    (c) The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. (d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise ...

  • Page 125
    ... other Type of Borrowings shall be permitted. SECTION 2.15. Increased Costs. (a) If any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit...

  • Page 126
    ... have the effect of reducing the rate of return on such Lender's or such Issuing Bank's capital or on the capital of such Lender's or such Issuing Bank's holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or...

  • Page 127
    ... Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably...

  • Page 128
    ...to such Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of IRS Form W-9 certifying that such Lender...

  • Page 129
    ... on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of such Borrower or the Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption...

  • Page 130
    ... of payments denominated in Dollars, 12:00 noon, New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent's Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately...

  • Page 131
    ... with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Company or any Subsidiary...

  • Page 132
    ...date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans...

  • Page 133
    ...Term Loans, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Company and (B) the Company...

  • Page 134
    ... do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent's main New York City office on the Business Day preceding that on which...

  • Page 135
    ... without prejudice to any rights or remedies of the relevant Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender's LC Exposure shall be payable to such Issuing Bank until and to the extent that such LC Exposure is...

  • Page 136
    ... other Lenders (other than Swingline Loans) as the Administrative Agent shall determine may be necessary in order for such Lender to hold such Loans in accordance with its Applicable Percentage. SECTION 2.25. Extension of Maturity Date. (a) Requests for Extension. The Company may, by notice to the...

  • Page 137
    ... the Administrative Agent shall have received a certificate from the Company signed by a Financial Officer of the Company certifying the accuracy of the foregoing clauses (i) and (ii). (g) Maturity Date for Non-Extending Lenders. On each Extension Date, (i) to the extent of the Commitments and Loans...

  • Page 138
    ...if required, actions by equity holders. Each Loan Document has been duly executed and delivered by each Loan Party which is a party thereto and constitutes a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency...

  • Page 139
    SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Company has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the Fiscal Year ended July 2, 2011, reported on by Deloitte & Touche, ...

  • Page 140
    ... party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance...

  • Page 141
    ... described in the list of closing documents attached as Exhibit E. (d) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Company, confirming compliance with the conditions set forth in...

  • Page 142
    ... balance sheet and related statements of income, stockholders' equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous Fiscal Year, all reported on by Deloitte & Touche, LLP or other independent public accountants...

  • Page 143
    ...form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company...

  • Page 144
    ... with all applicable laws, rules and regulations of any Governmental Authority are made of all dealings and transactions in relation to its business and activities. The Company will, and will cause each of its Subsidiaries to, on an annual basis at the request of the Administrative Agent (or at...

  • Page 145
    ... "margin stock" as defined in Regulation T, U or X of the Board or for any other purpose that entails a violation of any such regulations. The Commercial Letters of Credit shall be used solely to finance purchases of goods by the Company and its Subsidiaries in the ordinary course of their business...

  • Page 146
    ... any one time outstanding not to exceed 10% of the Company's then Consolidated Net Worth; (h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of letters of credit in the...

  • Page 147
    ... than credit or purchase cards) is extinguished within three (3) Business Days of its incurrence and (ii) such Indebtedness in respect of credit or purchase cards is extinguished within 90 days from its incurrence; (r) Indebtedness representing deferred compensation to employees of the Company and...

  • Page 148
    (e) Liens arising from precautionary Uniform Commercial Code financing statement filings with respect to operating leases entered into by the Company or any of its Subsidiaries in the ordinary course of business; (f) Liens securing Indebtedness described in clause (a) of the definition of Priority ...

  • Page 149
    ... permitted by Section 6.01; (e) advances or loans made in the ordinary course of business to employees of the Company and its Subsidiaries; (f) Investments existing on the Effective Date not otherwise permitted under this Agreement and described in Schedule 6.04 hereto; (g) Investments received in...

  • Page 150
    ... or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Company or such Subsidiary than...

  • Page 151
    ..., shall have exceeded $20,000,000 as of the date of the most recent audited financial statements delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence of any such event and/or (y) the aggregate net assets of all Loan Parties and other Subsidiaries in respect of which any of...

  • Page 152
    ... audited financial statements delivered to the Lenders pursuant to Section 5.01 or on the date of occurrence of any such event; (k) one or more judgments for the payment of money in an aggregate amount (not paid or covered by insurance) in excess of $50,000,000 shall be rendered against the Company...

  • Page 153
    ... or genuineness of any Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 66

  • Page 154
    ...on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent which shall be a bank with an office in New York, New York, or an Affiliate of any such bank. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall succeed...

  • Page 155
    ... other Lender. The Administrative Agent shall have the exclusive right on behalf of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has become due and payable pursuant to the terms of this Agreement. ARTICLE IX Miscellaneous...

  • Page 156
    ... any obligation of the Borrowers to pay interest or fees at the applicable default rate set forth in Section 2.13(c), (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of...

  • Page 157
    ... Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Company and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the...

  • Page 158
    ...ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any...

  • Page 159
    ... part of all the assigning Lender's rights and obligations in respect of one Class of Commitments or Loans; (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, such fee...

  • Page 160
    ..., shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material nonpublic information about the Company and its affiliates and their Related Parties or their...

  • Page 161
    ..., the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to...

  • Page 162
    ...shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the...

  • Page 163
    ... extent lawful and possible, notice of said service upon such agent shall be mailed by registered or certified air mail, postage prepaid, return receipt requested, to the Company and (if applicable to) such Foreign Subsidiary Borrower at its address set forth in the Borrowing Subsidiary Agreement to...

  • Page 164
    ... of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and...

  • Page 165
    ..., all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby...

  • Page 166
    ... of payments made by the Company under this Guarantee, until all amounts owing to the Administrative Agent and the Lenders by the Foreign Subsidiary Borrowers on account of the Subsidiary Obligations are paid in full in immediately available funds, no Letter of Credit shall be outstanding and the...

  • Page 167
    ...Subsidiary Obligations may be sold, exchanged, waived, surrendered or released without affecting the Company's obligations under this Article X. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security...

  • Page 168
    ... to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Subsidiary Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation...

  • Page 169
    ... this Agreement to be duly executed by their respective authorized officers as of the day and year first above written. COACH, INC., as the Company By _____ Name: Title: JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender, as an Issuing Bank and as Administrative Agent By...

  • Page 170
    SCHEDULE 2.01 COMMITMENTS LENDER JPMORGAN CHASE BANK, N.A. HSBC BANK USA, NATIONAL ASSOCIATION TD BANK, N.A. U.S. BANK NATIONAL ASSOCIATION WELLS FARGO BANK, NATIONAL ASSOCIATION BANK OF AMERICA, N.A. THE NORTHERN TRUST COMPANY PNC BANK, NATIONAL ASSOCIATION THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. ...

  • Page 171
    ... of the European Central Bank in respect of loans made from that Facility Office. The Associated Costs Rate for any Lender lending from a Facility Office in the United Kingdom will be calculated by the Administrative Agent as follows: (a) in relation to a Loan in Pounds Sterling: 2. 3. 4. per...

  • Page 172
    ... Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement; "Fees Rules" means the rules on periodic fees contained in the Financial Services Authority Fees Manual or such other law or regulation as may be in force from time to time...

  • Page 173
    ... which are required to be made to this Schedule 2.02 in order to comply with any change in law, regulation or any requirements from time to time imposed by the Bank of England, the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or...

  • Page 174
    SCHEDULE 2.06 EXISTING LETTER OF CREDIT Legal Entity Coach, Inc. LC Obligation Number 1260461 Maturity Date 07/01/2012 Beneficiary Sara Lee Corporation Amount $7,626,474.00

  • Page 175
    SCHEDULE 3.01 SUBSIDIARES (1) Significant Subsidiary as defined in the Credit Agreement

  • Page 176
    SCHEDULE 3.05 PROPERTIES None. 2

  • Page 177
    SCHEDULE 3.06 LITIGATION None. 3

  • Page 178
    ... the form of Letters of Credit listed below: Bank of America Standby Letters of Credit (Issued under existing $100MM Credit Facility) Standby LC# 1260461 Beneficiary SARA LEE CORPORATION Explanation Date 7/1/12 Total Standby L/C's Amount $7,626,474 $7,626,474 3. 516 West 34th Street, New York...

  • Page 179
    ... Business Equipment Equipment Finance Group United Rentals (North America), Inc. U.S. Bank Equipment Finance Equipment Equipment $24,384.14 $56,654.32 through NY County 05/21/12 through NY County 05/21/12 DE SOS through 05/15/12 State Tax Lien State of New York State Tax Lien State of New York...

  • Page 180
    SCHEDULE 6.04 EXISTING INVESTMENTS Investment River Lake Insurance Company II Series 2004-2 (ARS) Amount $8,700,000 6

  • Page 181
    ...: Administrative Agent: Credit Agreement: Coach, Inc. and certain Foreign Subsidiary Borrowers JPMorgan Chase Bank, N.A., as the administrative agent under the Credit Agreement The Credit Agreement dated as of June 18, 2012 among Coach, Inc., the Foreign Subsidiary Borrowers from time to time...

  • Page 182
    ... BANK, N.A., as Administrative Agent By: _____ Title: [Consented to:]3 COACH, INC. By: _____ Title: 2 3 Set forth, so at least 9 decimals, as percentage of the Commitment/Loans of all Lenders thereunder. To be added only if the consent of the Company is required by the terms of the Credit Agreement...

  • Page 183
    ... in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Company, any of its Subsidiaries or Affiliates...

  • Page 184
    EXHIBIT B [Intentionally Omitted]

  • Page 185
    ... and as of the date hereof. 3. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 4. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 5. This Supplement may be executed in any number of counterparts and...

  • Page 186
    ...a duly authorized officer on the date first above written. [INSERT NAME OF INCREASING LENDER] By: Name: Title: Accepted and agreed to as of the date first written above: COACH, INC. By: Name: Title: Acknowledged as of the date first written above: JPMORGAN CHASE BANK, N.A. as Administrative Agent By...

  • Page 187
    ... any bank, financial institution or other entity may [extend Commitments] [and] [participate in tranches of Incremental Term Loans] under the Credit Agreement subject to the approval of the Company and the Administrative Agent, by executing and delivering to the Company and the Administrative Agent...

  • Page 188
    5. Terms defined in the Credit Agreement shall have their defined meanings when used herein. 6. This Supplement shall be governed by, and construed in accordance with, the laws of the State of New York. 7. This Supplement may be executed in any number of counterparts and by different parties hereto ...

  • Page 189
    ... officer on the date first above written. [INSERT NAME OF AUGMENTING LENDER] By: _____ Name: Title: Accepted and agreed to as of the date first written above: COACH, INC. By:_____ Name: Title: Acknowledged as of the date first written above: JPMORGAN CHASE BANK, N.A. as Administrative Agent...

  • Page 190
    ... FOREIGN SUBSIDIARY BORROWERS CREDIT FACILITIES June 18, 2012 LIST OF CLOSING DOCUMENTS1 A. LOAN DOCUMENTS 1. Credit Agreement (the "Credit Agreement") by and among Coach, Inc., a Maryland corporation (the "Company"), the Foreign Subsidiary Borrowers from time to time parties thereto (collectively...

  • Page 191
    ... officers of each Loan Party authorized to sign the Loan Documents to which it is a party, and (in the case of each Borrower) authorized to request a Borrowing or the issuance of a Letter of Credit under the Credit Agreement. Good Standing Certificate (or analogous documentation if applicable...

  • Page 192
    ...among Coach, Inc., a Maryland corporation (the "Company"), [Name 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...

  • Page 193
    ... the parties hereto have caused this Agreement to be duly executed by their authorized officers as of the date first appearing above. COACH, INC. By: _____ Name: Title: [NAME OF NEW BORROWING SUBSIDIARY] By: _____ Name: Title: JPMORGAN CHASE BANK, N.A., as Administrative Agent By: _____ Name: Title:

  • Page 194
    ... 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 and JPMorgan Chase Bank, N.A., as Administrative Agent. Capitalized terms used...

  • Page 195
    This instrument shall be construed in accordance with and governed by the laws of the State of New York. Very truly yours, COACH, INC. By: _____ Name: Title: Copy to:JPMorgan Chase Bank, N.A. 10 South Dearborn Street Chicago, Illinois 60603

  • Page 196
    ...the banks and other financial institutions or entities (the "Lenders") from time to time party to the Credit Agreement, dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Coach, Inc., a Maryland corporation (the "Company"), the...

  • Page 197
    ..., notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any Borrower Obligations. (e) No payment made by any Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender...

  • Page 198
    ... any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived, surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the Borrower Obligations or...

  • Page 199
    ... any legal proceedings. 2.6 Reinstatement. This Guarantee shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent or...

  • Page 200
    ..., requests and demands to or upon the Administrative Agent, any Lender or any Guarantor to be effective shall be in writing, shall be given in the manner and at the addresses specified in Section 9.01 of the Credit Agreement (or, in the case of any Guarantor, to such Guarantor c/o the Company at...

  • Page 201
    ... Administrative Agent or any Lender arising out of, in connection with, or as a result of the execution, delivery, enforcement, performance and administration of this Guarantee to the extent the Company would be required to do so pursuant to Section 9.03 of the Credit Agreement. (d) The agreements...

  • Page 202
    ... with Section 9.14 of the Credit Agreement. 4.15 WAIVER OF JURY TRIAL. EACH GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR THE...

  • Page 203
    IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee Agreement to be duly executed and delivered as of the date first above written. [GUARANTORS] By: _____ Name: Title: Signature Page to Guarantee

  • Page 204
    Acknowledged and Agreed as of the date first written above: JPMORGAN CHASE BANK, N.A., as Administrative Agent By:_____ Name: Title: Signature Page to Guarantee

  • Page 205
    ..., Coach, Inc., a Maryland corporation (the "Company"), the Foreign Subsidiary Borrowers parties thereto, the Lenders and the Administrative Agent have entered into the Credit Agreement, dated as of June 18, 2012 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement...

  • Page 206
    IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. [ADDITIONAL GUARANTOR] By:_____ Name: Title: 2

  • Page 207
    ... from time to time, the "Credit Agreement"), among Coach, Inc. (the "Company"), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with the Company, the "Borrowers") and JPMorgan Chase Bank, N.A., as administrative agent (in...

  • Page 208
    ... from time to time, the "Credit Agreement"), among Coach, Inc. (the "Company"), the Foreign Subsidiary Borrowers from time to time party thereto, the Lenders from time to time party thereto (collectively with the Company, the "Borrowers") and JPMorgan Chase Bank, N.A., as administrative agent (in...

  • Page 209
    ... nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent...

  • Page 210
    ... nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent...

  • Page 211
    .... Coach Management (Shanghai) Co., Ltd. (China) 18. Coach Manufacturing Limited (Hong Kong) 19. Coach Netherlands B.V. (Netherlands) 20. Coach Services, Inc. (Maryland) 21. Coach Shanghai Limited (China) 22. Coach Singapore Pte. Ltd. (Singapore) 23. Coach Spain, S.L. (Spain) 24. Coach Stores Canada...

  • Page 212
    ... dated August 22, 2012, relating to the consolidated financial statements and consolidated financial statement schedule of Coach, Inc. and subsidiaries (the ''Company'') and the effectiveness of the Company's internal control over financial reporting, appearing in this Annual Report on Form...

  • Page 213
    ... covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report...

  • Page 214
    ..., whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 22, 2012 By: /s/ Jane Nielsen Name: Jane Nielsen Title: Executive Vice President and Chief Financial Officer 3. 4. 83

  • Page 215
    ... 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 22, 2012 By: /s/ Lew Frankfort Name...

  • Page 216
    ... 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: August 22, 2012 By: /s/ Jane Nielsen Name...