Prepayments of Other Indebtedness; Modifications of Documents Governing Material Indebtedness Sample Clauses

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Related to Prepayments of Other Indebtedness; Modifications of Documents Governing Material Indebtedness

• Prepayments of Other Indebtedness; Modifications of Organizational Documents and Other Documents, etc Directly or indirectly:

• Prepayment of Other Indebtedness, Etc (a) Amend or modify any of the terms of any Indebtedness of any Loan Party or any Subsidiary (other than Indebtedness arising under the Loan Documents) if such amendment or modification would add or change any terms in a manner adverse to any Loan Party or any Subsidiary, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto.

• 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").

• Acceleration of Other Indebtedness Any breach, default or event of default shall occur and be continuing, or any other condition shall exist under any instrument, agreement or indenture pertaining to any recourse Indebtedness (other than the Obligations) of the Company, the Borrower or their Subsidiaries aggregating more than $10,000,000, and the effect thereof is to cause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or permit the holder(s) of such Indebtedness to accelerate the maturity of any such Indebtedness or require a redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due and payable (by acceleration or otherwise) or required to be prepaid, redeemed or otherwise repurchased by the Borrower or any of its Subsidiaries (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof; or any such Indebtedness shall not be repaid at maturity (after taking into account grace and cure periods).

• Modifications of Indebtedness, Organizational Documents and Certain Other Agreements; Etc The Company shall not, and shall not permit any of its Subsidiaries to (i) amend, modify or otherwise change the Budget or any other statement, budget, forecast, projection and operating plan and report delivered to the Lenders, unless approved by its Board of Directors and the Majority Lenders; (ii) amend, modify or otherwise change (or permit the amendment, modification or other change in any manner of) any of the provisions of any of its or its Subsidiaries' Indebtedness or of any instrument or agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any such Indebtedness if such amendment, modification or change would shorten the final maturity or average life to maturity of, or require any payment to be made earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate applicable to such Indebtedness, or would otherwise be adverse to the Lenders or the issuer of such Indebtedness in any respect, (iii) except for the Obligations, make any voluntary or optional payment, prepayment, redemption, defeasance, sinking fund payment or other acquisition for value of any of its or its Subsidiaries' Indebtedness, or refund, refinance, replace or exchange any Indebtedness, or make any payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any outstanding Indebtedness as a result of any asset sale, change of control, issuance and sale of debt or equity securities or similar event, or give any notice with respect to any of the foregoing, (iv) amend, modify or otherwise change any of its organizational documents, or (v) amend, modify or otherwise change any material provision of any Material Contract, or accelerate, terminate or cancel any Material Contract other than at the direction of the Board of Directors.

• Prepayments of Indebtedness, etc If any Default or Event of Default exists, the Credit Parties will not permit any Consolidated Party to (a) after the issuance thereof, amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the issuer of such Indebtedness, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, or (b) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness.

• Non-Payments of Other Indebtedness Any Consolidated Company shall fail to make when due (whether at stated maturity, by acceleration, on demand or otherwise, and after giving effect to any applicable grace period) any payment of principal of or interest on any Indebtedness (other than the Obligations) exceeding $5,000,000 in the aggregate;

• Prepayments of Indebtedness Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Permitted Indebtedness (other than the Obligations or Indebtedness between Loan Parties), or make any payment in violation of any subordination terms of any Subordinated Indebtedness, except (a) as long as no Event of Default then exists or would arise therefrom, regularly scheduled or mandatory repayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (other than Subordinated Indebtedness), (b) as long as no Event of Default has occurred and is continuing, voluntary prepayments, redemptions, repurchases, defeasances or other satisfaction of Permitted Indebtedness (but excluding any payment in violation of the subordination terms of any Subordinated Indebtedness) (i) in an amount less than $6,000,000 in the aggregate during the Availability Period as long as the Availability Condition is satisfied, or (ii) constituting intercompany Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party so long as an amount equal to such amount prepaid, redeemed, purchased or otherwise satisfied is transferred to a Loan Party substantially concurrently with such prepayment, redemption, purchase or other satisfaction, (c) as long as no Event of Default then exists, repayments and prepayments of Subordinated Indebtedness in accordance with the subordination terms thereof, (d) voluntary prepayments, repurchases, redemptions, defeasances or other satisfaction of Permitted Indebtedness (but excluding on account of any Subordinated Indebtedness) as long as the Payment Conditions are satisfied, and (e) any Permitted Amendment/Refinancings of such Indebtedness.

• Repayment of Existing Indebtedness Evidence that the principal of and interest on, and all other amounts owing in respect of, the Indebtedness (including, without limitation, any contingent or other amounts payable in respect of letters of credit) indicated on SCHEDULE 8.12A hereto that is to be repaid on the Closing Date shall have been (or shall be simultaneously) paid in full, that any commitments to extend credit under the agreements or instruments relating to such Indebtedness shall have been canceled or terminated and that all Guarantees in respect of, and all Liens securing, any such Indebtedness shall have been released (or arrangements for such release satisfactory to the Required Lenders shall have been made); in addition, the Administrative Agent shall have received from any Person holding any Lien securing any such Indebtedness, such Uniform Commercial Code termination statements, mortgage releases and other instruments, in each case in proper form for recording, as the Administrative Agent shall have requested to release and terminate of record the Liens securing such Indebtedness (or arrangements for such release and termination satisfactory to the Required Lenders shall have been made).

• Payments and Modifications of Subordinated Debt No Credit Party will, or will permit any Subsidiary to, directly or indirectly (a) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement, (b) amend or otherwise modify the terms of any Subordinated Debt, except for amendments or modifications made in full compliance with the Subordination Agreement, (c) declare, pay, make or set aside any amount for payment in respect of any Debt hereinafter incurred that, by its terms, or by separate agreement, is subordinated to the Obligations, except for payments made in full compliance with and expressly permitted under the subordination provisions applicable thereto, or (d) amend or otherwise modify the terms of any such Debt if the effect of such amendment or modification is to (i) increase the interest rate or fees on, or change the manner or timing of payment of, such Debt, (ii) accelerate or shorten the dates upon which payments of principal or interest are due on, or the principal amount of, such Debt, (iii) change in a manner adverse to any Credit Party or Agent any event of default or add or make more restrictive any covenant with respect to such Debt, (iv) change the prepayment or redemption provisions of such Debt or any of the defined terms related thereto, (v) change the subordination provisions thereof (or the subordination terms of any guaranty thereof), or (vi) change or amend any other term if such change or amendment would materially increase the obligations of the obligor or confer additional material rights on the holder of such Debt in a manner adverse to Credit Parties, any Subsidiaries, Agent or Lenders.