Non-Payment of Other Debt Any default shall occur under the terms applicable to any Debt of the Company or any Subsidiary in an aggregate amount (for all such Debt so affected) exceeding $10,000,000 and such default shall (a) consist of the failure to pay such Debt when due, whether by acceleration or otherwise, or (b) accelerate the maturity of such Debt or permit the holder or holders thereof, or any trustee or agent for such holder or holders, to cause such Debt to become due and payable (or require the Company or any Subsidiary to purchase or redeem such Debt) prior to its expressed maturity.
Repayment of Debt If the General Partners unanimously elect, or are required by one or more third parties, to repay or repurchase at the Closing Date (or thereafter in connection with the sale of properties) any indebtedness of Target or any subsidiary of Target, at the Closing Date (or thereafter in connection with the sale of properties), the General Partners shall pay in cash such indebtedness plus any costs, expenses or fees associated with such repayment or repurchase, including without limitation any prepayment fees or penalties, to be repaid, pro rata in accordance with their respective Capital Accounts. For these purposes, “indebtedness” shall be deemed to include the costs of unwinding any interest rate swaps, caps, treasury locks and other derivatives and xxxxxx associated with the indebtedness that is being repaid.
Repayment of Proceeds If Executive engages in Competitive Activity, then Executive shall be required to pay to Investors, within ten business days following the Activity Date, an amount equal to the excess, if any, of (A) the aggregate proceeds Executive received upon the sale or other disposition of Executive's Units, over (B) the aggregate Cost of such Units.
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).
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.
Prepayment of Debt Make any prepayment (whether optional or mandatory), repurchase, redemption, defeasance or any other payment in respect of any Subordinated Debt.
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").
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;
Repayment of Obligations Notwithstanding anything to the contrary contained herein, the Borrower shall repay the Advances Outstanding, all accrued and unpaid Yield, any Breakage Fees, Increased Costs, all accrued and unpaid costs and expenses of the Administrative Agent and Lenders and all other Obligations (other than unmatured contingent indemnification obligations) in full on the Facility Maturity Date.
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.
