Inter-Company Indebtedness Clause Samples

Inter-Company Indebtedness. All Indebtedness, other than (i) Earth Tech Intercompany Debt and (ii) Indebtedness relating to the trade of goods or services in the Ordinary Course to the extent treated as current liabilities for purposes of the Closing Working capital calculation and owed by a Purchased Company or any of its Subsidiaries, on one hand, to any Affiliate of Parent, on the other hand, shall be eliminated by repayment, capital contribution, distribution, creation of an intercompany loan, forgiveness, or any combination of the foregoing, at the Parent’s sole and absolute discretion, provided that such elimination does not result in any material adverse Tax consequences to Purchaser.

Inter-Company Indebtedness. [See spreadsheet attached hereto] A. T. Cross Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFO Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: 401-334-2861 Electronic Mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Website Address: ▇▇▇.▇▇▇▇▇.▇▇▇ with a copy to: A.T. Cross Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Office of General Counsel Telephone: ▇▇-▇▇▇-▇▇▇▇ Telecopier: ▇▇▇-▇▇▇-▇▇▇▇ Administrative Agent's Office Bank of America, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: MA5-100-07-06 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Account No.: Ref:_________________________ ABA# ▇▇▇▇▇▇▇▇▇ Bank of America, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: MA5-100-07-06 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: ▇▇▇-▇▇▇-▇▇▇▇ Electronic Mail: ▇▇▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Bank of America, N.A. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: + ▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Telecopier: + ▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Electronic Mail: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Account No.: Ref: ____________________ ABA# ▇▇▇▇▇▇▇▇▇ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of December __, 2005 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among A. T. Cross Company, a Rhode Island corporation (the "Borrower"), A. T. Cross (UK) Ltd., a corporation organized under the laws of England and Wales ("Cross UK"), the Lenders from time to time party thereto, Bank of America, N.A. as Administrative Agent and L/C Issuer, and Bank of America, N.A. (London Branch) as UK Lender. The undersigned hereby requests (select one): ___ A Borrowing of Committed Loans ___A conversion or continuation of Loans 1. On __________________________ (a Business Day). 2. In the amount of $____________________ 3. Comprised of __________________________[Type of Committed Loan requested] 4. For Eurodollar Rate Loans: with an Interest Period of ________ months. The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. A. T. CROSS COMPANY 1. On ____________________________ (a Business Day). 2. In the amount of $____________________...

Inter-Company Indebtedness. The inter-company indebtedness of CAMH, Desminic or Bemilasa owing to the Guarantor, the Seller or any other affiliate of the Guarantor (other than CAMH, Desminic and Bemilasa) shall have been repaid, assigned to the Buyer or an affiliate of the Buyer or otherwise extinguished as determined by the Seller after consultation with the Buyer.

Inter-Company Indebtedness. [See spreadsheet attached hereto.] H:\Word\CREDIT FACILITY 2008\Credit Facility Schedules 2008.doc A. T. Cross Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: 401-334-2861 Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇ Website Address: ▇▇▇.▇▇▇▇▇.▇▇▇ A.T. Cross Company ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Attention: Office of General Counsel Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: 401-334-3912 Administrative Agent's Office Bank of America, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: MA5-100-07-06 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Account No.: ______________________ Ref: _____________________ ABA# ▇▇▇▇▇▇▇▇▇ H:\Word\CREDIT FACILITY 2008\Credit Facility Schedules 2008.doc Bank of America, N.A. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Mail Code: MA5-100-07-06 ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ Telecopier: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Bank of America, N.A. ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇ Telephone: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Telecopier: +▇▇ (▇) ▇▇ ▇▇▇▇ ▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Account No.:_______________________ Ref:_________________________ ABA# ▇▇▇▇▇▇▇▇▇ H:\Word\CREDIT FACILITY 2008\Credit Facility Schedules 2008.doc The Administrative Agent will charge a processing and recordation fee (an "Assignment Fee") in the amount of $2,500 for each assignment; provided, however, that in the event of two or more concurrent assignments to members of the same Assignee Group (which may be effected by a suballocation of an assigned amount among members of such Assignee Group) or two or more concurrent assignments by members of the same Assignee Group to a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group), the Assignment Fee will be $2,500 plus the amount set forth below: Each additional concurrent assignment or suballocation to a member of such Assignee Group (or from a member of such Assignee Group, as applicable) $500 H:\Word\CREDIT FACILITY 2008\Credit Facility Schedules 2008.doc This FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") dated as of March 24, 2008 made by and among A.T. CROSS COMPANY, a Rhode Island corporation (the "Borrower"), A.T. CROSS LIMITED, a corporation organized under the laws of England and Wales ("Cross UK"), BANK OF AMERICA N.A., as Administ...

Inter-Company Indebtedness. Borrower has not incurred indebtedness to any subsidiary, parent company, or other affiliated entity as a result of the transactions contemplated in the POCI Purchase Agreements, except for the capital contribution by ▇▇▇▇▇▇▇▇▇.▇▇▇ in the amount of One Million Three Hundred Thousand Dollars ($1,300,000).

Inter-Company Indebtedness. LWI is not indebted to Ralin or any other Subsidiary of Ralin.

Inter-Company Indebtedness. On or before the Post-Closing Payment Date, Buyer shall cause the Company to pay to Seller all amounts outstanding shown as "I/Co Payables" on the Closing Balance Sheet. Upon the Effective Time, Seller and Seller's Affiliates who are debtors in possession in the Bankruptcy Cases shall release, waive and discharge any and all Claims, Liens and causes of action they have or may have against the Company, and its existing employees or assets, including, without limitation, Claims under Chapter 5 of the Bankruptcy Code and any avoidance claims or causes of action under the Bankruptcy Code and any alleged obligations or Indebtedness owed by Company to Seller; provided however, that the foregoing release does not release, waive or discharge any obligations of the Company or Buyer contained in this Agreement or related documents, including without limitation, Buyer's obligation in this Section 8.15.

Inter-Company Indebtedness. (a) no Tobacco Group Company will give any Financial Accommodation to any person except in accordance with this clause; (b) a Tobacco Group Company may give Financial Accommodation to another Tobacco Group Company provided that the net Financial Accommodation given to any single Tobacco Group Company by any Borrower does not exceed $40,000,000; (c) Tobacco Group Companies may not give Financial Accommodation in excess of $20,000,000 in aggregate to the Wool Group Companies. Such Financial Accommodation shall be deemed to be Capital Expenditure and shall be applied against the $40,000,000 limit in Clause 14.4(a); (d) the loans detailed in Schedule IX may be continued provided the aggregate principal Indebtedness under those loans is not increased;

Inter-Company Indebtedness. Promptly following the Closing, (i) the Purchaser shall, or shall cause an Affiliate (including after the Closing the New Securities Company or any of the Group Companies) to, repay all Indebtedness owed by the New Securities Company or any Group Company to the Sellers or any of their Affiliates (excluding, for the avoidance of doubt, the New Securities Company or any Group Company) and (ii) the Sellers shall, or shall cause an Affiliate (other than the New Securities Company or any Group Company) to, repay all Indebtedness owed by the Sellers or any Affiliate (excluding, for the avoidance of doubt, the New Securities Company or any Group Company) to the New Securities Company or any Group Company. For the avoidance of doubt, all such Indebtedness before the repayment shall be reflected in the calculation of Adjusted Combined Net Assets.