Effect On Other Advances If notice has been given pursuant to Section 11.1, 11.2 or 11.3 hereof suspending the obligation of any Lender to make Eurodollar Advances, or requiring Eurodollar Advances of any Lender to be repaid or prepaid, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such repayment no longer apply, all Advances which would otherwise be made by such Lender as Eurodollar Rate Advances shall be made instead as Base Rate Advances.
Repayment of Advances or Other Expenses Indemnitee agrees that Indemnitee shall reimburse the Company for all Expenses advanced by the Company pursuant to Section 4.01, in the event and only to the extent that it shall be determined by final judgment or other final adjudication under the provisions of any applicable law (as to which all rights of appeal therefrom have been exhausted or lapsed) that Indemnitee is not entitled to be indemnified by the Company for such Expenses.
Further Advances The Lender may from time to time without notice to the Borrowers suspend, terminate or limit any further loans or other extensions of credit under this Agreement and under any of the other Financing Documents. Further, upon the occurrence of an Event of Default or Default specified in Sections 7.1.5 (Receiver; Bankruptcy) or 7.1.6 (Involuntary Bankruptcy, etc.) above, the Revolving Credit Commitment and any agreement in any of the Financing Documents to provide additional credit shall immediately and automatically terminate and the unpaid principal amount of the Notes (with accrued interest thereon) and all other Obligations then outstanding, shall immediately become due and payable without further action of any kind and without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers.
Repayments of Provider Advances (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the Class A Cash Collateral Account and invested and withdrawn from the Class A Cash Collateral Account as set forth in Sections 3.05(c), 3.05(d), 3.05(e) and 3.05(f) of the Intercreditor Agreement. Subject to Sections 2.07 and 2.09, the Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance, in the amounts determined as provided in Section 3.07; provided, however, that amounts in respect of a Provider Advance withdrawn from the Class A Cash Collateral Account for the purpose of paying interest on the Class A Certificates in accordance with Section 3.05(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y), in the case of a Downgrade Advance, an “Applied Downgrade Advance” and (z) in the case of a Non-Extension Advance, an “Applied Non-Extension Advance” and together with an Applied Downgrade Advance, an “Applied Provider Advance”) shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; provided, further, however, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01(a), such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09, immediately upon the withdrawal of any amounts from the Class A Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to such reduction, plus interest on the principal amount so repaid as provided in Section 3.07.
Prepayments of Other Indebtedness Modifications of Organizational Documents and Other Documents, etc. 118 Section 6.12. Limitation on Certain Restrictions on Subsidiaries 119 Section 6.13. Limitation on Issuance of Capital Stock 119 Section 6.14. Limitation on Creation of Subsidiaries 120 Section 6.15. Business 120 Section 6.16. Limitation on Accounting Changes 120 Section 6.17. Fiscal Year 120 Section 6.18. No Further Negative Pledge 120 Section 6.19. Anti-Terrorism Law; Anti-Money Laundering 121 Section 6.20. Embargoed Person 121 ARTICLE VII. GUARANTEE 121 Section 7.01. The Guarantee 121 Section 7.02. Obligations Unconditional 122 Section 7.03. Reinstatement 123 Section 7.04. Subrogation; Subordination 123 Section 7.05. Remedies 123 Section 7.06. Instrument for the Payment of Money 123 Section 7.07. Continuing Guarantee 123 Section 7.08. General Limitation on Guarantee Obligations 123 Section 7.09. Release of Guarantors 124 ARTICLE VIII. EVENTS OF DEFAULT 124 Section 8.01. Events of Default 124 Section 8.02. Rescission 126 Section 8.03. Application of Proceeds 127 ARTICLE IX. COLLATERAL ACCOUNT; APPLICATION OF COLLATERAL PROCEEDS 127 Section 9.01. Collateral Accounts 128 Section 9.02. Accounts; Cash Management 128 Section 9.03. Inventory 131 Section 9.04. Borrowing Base-Related Reports 132 Section 9.05. Rescission of Activation Notice 133 ARTICLE X. THE ADMINISTRATIVE AGENTS AND THE COLLATERAL AGENTS 133 Section 10.01. Appointment and Authority 133 Section 10.02. Rights as a Lender 134 Section 10.03. Exculpatory Provisions. 134 Section 10.04. Reliance by Agent 135 Section 10.05. Delegation of Duties 135 Section 10.06. Resignation of Agent 135 Section 10.07. Non-Reliance on Agent and Other Lenders 136 Section 10.08. No Other Duties, etc 136 Section 10.09. Indemnification 136 Section 10.10. Overadvances 137 Section 10.11. Concerning the Collateral and the Related Loan Documents 137 Section 10.12. Field Audit, Examination Reports and Other Reports 137 ARTICLE XI. MISCELLANEOUS 138 Section 11.01. Notices 138 Section 11.02. Waivers; Amendment 141 Section 11.03. Expenses; Indemnity; Damage Waiver 144 Section 11.04. Successors and Assigns 146 Section 11.05. Survival of Agreement 148 Section 11.06. Counterparts; Integration; Effectiveness; Electronic Execution 148 Section 11.07. Severability 149 Section 11.08. Right of Setoff 149 Section 11.09. Governing Law; Jurisdiction; Consent to Service of Process 149 Section 11.10. Waiver of Jury Trial 150 Section 11.11. Headings 150 Section 11.12. Treatment of Certain Information; Confidentiality 150 Section 11.13. USA PATRIOT Act Notice 151 Section 11.14. Interest Rate Limitation 151 Section 11.15. Lender Addendum 151 Section 11.16. Obligations Absolute 151 Section 11.17. Dollar Equivalent Calculations 152 Section 11.18. Judgment Currency 152 Section 11.19. Special Provisions Relating to Currencies Other Than Dollars 153 Section 11.20. Intercreditor Agreement 153 ANNEXES Annex I Applicable Margin SCHEDULES Schedule 1.01(a) Refinancing Indebtedness to Be Repaid Schedule 1.01(b) Subsidiary Guarantors Schedule 1.01(c) Existing Letters of Credit Schedule 1.01(d) Existing Lender Letters of Credit Schedule 3.03 Governmental Approvals; Compliance with Laws Schedule 3.09 Material Agreements Schedule 3.19 Insurance Schedule 3.21 Acquisition Documents Schedule 3.24 Location of Material Inventory Schedule 4.01(g) Local Counsel Schedule 5.14 Post-Closing Matters Schedule 6.01(b) Existing Indebtedness Schedule 6.02(c) Existing Liens Schedule 6.04(b) Existing Investments Schedule 9.02 Accounts and Lockboxes EXHIBITS Exhibit A Form of Administrative Questionnaire Exhibit B Form of Assignment and Assumption Exhibit C Form of Borrowing Request Exhibit D Form of Compliance Certificate Exhibit E Form of Interest Election Request Exhibit F Form of Joinder Agreement Exhibit G Form of Landlord Access Agreement Exhibit H Form of LC Request Exhibit I Form of Lender Addendum Exhibit J [Intentionally Deleted] Exhibit K-1 Form of Revolving Note Exhibit K-2 Form of Canadian Revolving Note Exhibit K-3 Form of US Swingline Note Exhibit K-4 Form of Canadian Swingline Note Exhibit K-5 Form of Discount Note Exhibit L-1 Form of Perfection Certificate Exhibit L-2 Form of Perfection Certificate Supplement Exhibit M-1 Form of US Security Agreement Exhibit M-2 Form of Canadian Security Agreement Exhibit N Form of Opinion of Company Counsel Exhibit O Form of Solvency Certificate Exhibit P Form of Intercompany Note Exhibit Q Form of Non-Bank Certificate Exhibit R Form of Intercreditor Agreement Exhibit S Form of Borrowing Base Certificate v CREDIT AGREEMENT This CREDIT AGREEMENT (this "Agreement") dated as of February 14, 2006 is among LINENS 'N THINGS, INC., a Delaware corporation ("LNT") and LINENS 'N THINGS CENTER, INC., a California corporation ("LNT Center" and together with LNT the "US Borrowers" and each individually a "US Borrower"), LINENS 'N THINGS CANADA CORP., a Nova Scotia corporation ("Canadian Borrower" and together with US Borrowers, the "Borrowers"); LINENS HOLDING CO., a Delaware corporation ("Holdings"); the Subsidiary Guarantors (such term and each other capitalized term used but not defined herein having the meaning given to it in Article I); the Lenders; UBS SECURITIES LLC ("UBSS"), as lead arranger (in such capacity, "Arranger") and as documentation agent (in such capacity, "Documentation Agent"); UBS LOAN FINANCE LLC ("UBS"), as US swingline lender (in such capacity, "US Swingline Lender"); BEAR, XXXXXXX & CO. INC. ("Bear Xxxxxxx"), as co-syndication agent (in such capacity, "Syndication Agent"); UBS AG, STAMFORD BRANCH, as an issuing bank, as US administrative agent (in such capacity, "US Administrative Agent") for the Lenders and as US co-collateral agent (in such capacity, the "US Co-Collateral Agent") for the Secured Parties and the Issuing Bank; UBS AG CANADA BRANCH, as Canadian co-collateral agent (in such capacity, the "Canadian Co-Collateral Agent") for the Secured Parties and the Issuing Bank; WACHOVIA BANK, NATIONAL ASSOCIATION, as US co-collateral agent (together with US Co-Collateral Agent, the "US Collateral Agents") for the Secured Parties and the Issuing Bank and as an issuing bank; WACHOVIA CAPITAL FINANCE CORPORATION (CANADA), as Canadian administrative agent (in such capacity, the "Canadian Administrative Agent" together with the US Administrative Agent, the "Administrative Agents") for the Lenders, as Canadian co-collateral agent (together with Canadian Co-Collateral Agent, the "Canadian Collateral Agents"; the US Collateral Agents and the Canadian Collateral Agents are collectively referred to herein as the "Collateral Agents") for the Secured Parties and the Issuing Bank, as an issuing bank, and as Canadian swingline lender (in such capacity, "Canadian Swingline Lender" and together with US Swingline Lender, the "Swingline Lenders").
Prepayments of Advances (a) Any Borrower may, upon at least two (2) Business Days’ notice to the Agent stating (i) the proposed date and aggregate principal amount of the prepayment and (ii) the Advances (which shall be part of the same Borrowing) to which such prepayment is to be applied, and if such notice is given such Borrower shall, prepay the outstanding principal amounts of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal Dollar Amount of not less than $10,000,000 and in an integral Dollar Amount multiple of $1,000,000 in excess thereof and (y) in the case of any such prepayment of a Eurocurrency Rate Advance or a TIBO Rate Advance, such Borrower shall be obligated to reimburse the applicable Banks in respect thereof pursuant to Section 8.04(b).
Disbursement of Loans Not later than 1:00 p.m. (Chicago time) on the date of any requested advance of a new Borrowing, subject to Section 7 hereof, each Lender shall make available its Loan comprising part of such Borrowing in funds immediately available at the principal office of the Administrative Agent in Chicago, Illinois (or at such other location as the Administrative Agent shall designate). The Administrative Agent shall make the proceeds of each new Borrowing available to the Borrower on the date of such Borrowing as instructed by the Borrower.
Default on Other Indebtedness A default shall occur in the payment of any amount when due (subject to any applicable grace period), whether by acceleration or otherwise, of any principal or stated amount of, or interest or fees on, any Indebtedness (other than Indebtedness described in Section 8.1.1) of Holdings or any of its Subsidiaries or any other Obligor having a principal or stated amount, individually or in the aggregate, in excess of $30,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause or declare such Indebtedness to become due and payable or to require such Indebtedness to be prepaid, redeemed, purchased or defeased, or require an offer to purchase or defease such Indebtedness to be made, prior to its expressed maturity.
Limitations on Loans, Advances, Investments and Acquisitions Purchase, own, invest in or otherwise acquire, directly or indirectly, any Capital Stock, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary), evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, or make or permit to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of property in, any Person except:
Application of Mandatory Prepayments by Type of Loans Except as provided in subsection 2.4D, any amount required to be applied as a mandatory prepayment of the Loans and/or a reduction of the Revolving Loan Commitment Amount pursuant to subsections 2.4B(iii)(a)-(f) shall be applied first to prepay the Term Loans to the full extent thereof, second, to the extent of any remaining portion of such amount, to prepay the Swing Line Loans to the full extent thereof and to permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, third, to the extent of any remaining portion of such amount, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Loan Commitment Amount by the amount of such prepayment, fourth, to the extent of any remaining portion of such amount, to further permanently reduce the Revolving Loan Commitment Amount to the full extent thereof and fifth, to the extent of any remaining portion of such amount, to cash collateralize any outstanding Letters of Credit. Any mandatory reduction of the Revolving Loan Commitment Amount pursuant to this subsection 2.4B shall be in proportion to each Revolving Lender’s Pro Rata Share.
