EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New Jersey
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into on April 12, 2006 (the "Execution Date"), to be effective for all purposes as of April 17, 2006 (the "Effective Date"), by and between Linens 'n Things, Inc., a Delaware corporation (the "Company") and wholly owned subsidiary of Linens Holding Co., a Delaware corporation ("Holding"), and Robert Homler (the "Executive").
AMENDED AND RESTATED OPERATING AGREEMENT OF LNT MERCHANDISING COMPANY LLCOperating Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • Delaware
This AMENDED AND RESTATED OPERATING AGREEMENT (this "Agreement") of LNT Merchandising Company LLC, a Delaware limited liability company (the "Company"), dated as of March 28, 2006, is effective as of February 14, 2006 and is entered into by the member listed on the signature page attached hereto (the "Member"). This Agreement amends and restates in its entirety that certain Operating Agreement (the "Operating Agreement") dated as of December 22, 2003 of the Company.
REGISTRATION RIGHTS AGREEMENT Dated as of February 14, 2006 by and among LINENS 'N THINGS, INC. LINENS 'N THINGS CENTER, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BEAR, STEARNS & CO. INC. UBS SECURITIES LLCRegistration Rights Agreement • July 7th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
This Registration Rights Agreement (this "Agreement") is made and entered into as of February 14, 2006, by and among Linens 'n Things, Inc., a Delaware corporation (the "Company"), Linens 'n Things Center, Inc., a California corporation (the "Center" and together with the Company, the "Issuers"), the guarantors listed on Schedule I hereto (the "Guarantors") and Bear, Stearns & Co. Inc. and UBS Securities LLC (each an "Initial Purchaser" and, together, the "Initial Purchasers"), who have agreed to purchase the Issuers' Senior Secured Floating Rate Notes due 2014 (the "Initial Notes") pursuant to the Purchase Agreement (as defined below).
CREDIT AGREEMENT dated as of February 14, 2006, among LINENS 'N THINGS, INC. and LINENS 'N THINGS CENTER, INC., as US Borrowers, LINENS 'N THINGS CANADA CORP., as Canadian Borrower, LINENS HOLDING CO. and THE OTHER GUARANTORS PARTY HERETO, as...Credit Agreement • July 7th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
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, STEARNS & CO. INC. ("Bear Stearns"), as co-syndication agent (in such capacity, "Syndication Agent"); UBS AG, STAMFORD B
Copyright Security AgreementSecurity Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
Copyright Security Agreement, dated as of February 14, 2006, by Linens 'n Things, Inc., a New Jersey corporation (the "Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as Collateral Agent pursuant to the Indenture (in such capacity, the "Collateral Agent").
ContractTrademark Security Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
Trademark Security Agreement, dated as of February 14, 2006, by Bloomington, M.N., L.T. Inc. a Minnesota corporation ("Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as Collateral Agent pursuant to the Indenture (in such capacity, the "Collateral Agent").
INTERCREDITOR AGREEMENTIntercreditor Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
This INTERCREDITOR AGREEMENT ("Agreement"), is dated as of February 14, 2006, and entered into by and among LINENS 'N THINGS, INC., a Delaware corporation (the "LNT"), LINENS HOLDING CO., a Delaware corporation ("Holdings"), LINENS 'N THINGS CENTER, INC., a California corporation (the "LNT Center"; and together with LNT. the "Companies" and each individually a " Company"), LINENS 'N THINGS CANADA CORP, a Nova Scotia corporation (the "Canadian Borrower"; and together with the Companies, the "Borrowers" and each individually a "Borrower"), certain subsidiaries of Holdings (the "Subsidiary Guarantors" and together with Holdings, the "Guarantors"), UBS AG, STAMFORD BRANCH, as Administrative Agent (the "Administrative Agent"), UBS AG, STAMFORD BRANCH and WACHOVIA BANK, NATIONAL ASSOCIATION, in their capacities as US co-collateral agents for the Revolving Credit Lenders referenced below (including their successors and assigns from time to time, collectively referred to as the "US Revolving C
MANAGEMENT SERVICES AGREEMENT dated as of February 14, 2006 among LINENS 'N THINGS, INC., LINENS HOLDING CO., APOLLO MANAGEMENT V, L.P., NRDC LINENS B LLC and SILVER POINT CAPITAL FUND INVESTMENTS LLCManagement Services Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • Delaware
This MANAGEMENT SERVICES AGREEMENT is dated as of February 14, 2006 (this "Agreement") among Linens 'n Things, Inc., a Delaware corporation ("Linens"), Linens Holding Co., a Delaware corporation formerly known as Laundry Holding Co. ("Holding" and, together with Linens, the "Companies"), Apollo Management V, L.P., a Delaware limited partnership (together with its affiliates, "Apollo"), NRDC Linens B LLC, a Delaware limited liability company ("NRDC"), and Silver Point Capital Fund Investments LLC, a Delaware limited liability company ("Silver Point" and, together with Apollo and NRDC, the "Managers").
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • July 7th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New Jersey
This Separation Agreement and General Release ("Agreement") is entered into on April 10, 2006 (the "Execution Date"), to be effective for all purposes as of March 24, 2006, by and between Jane Gilmartin ("Executive"), and Linens 'n Things, Inc., a Delaware corporation (the "Company"). (The Executive and the Company are referred to collectively herein as the "Parties").
SECURITY AGREEMENT by LINENS 'N THINGS, INC. and LINENS 'N THINGS CENTER, INC., as Issuers and THE GUARANTORS PARTY HERETO and THE BANK OF NEW YORK, as Collateral AgentSecurity Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
This SECURITY AGREEMENT dated as of February 14, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the "Issuers" and each individually, a "Issuer"), and the Guarantors from time to time party hereto (the "Guarantors"), as pledgors, assignors and debtors (the Issuers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as indenture trustee pursuant to the Indenture (as hereinafter defined), as pledgee, assignee and secured party (in such capacities and together with any successors in such capacity, the "Collateral Agent").
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement and General Release • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New Jersey
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the "Agreement") is made and entered into as of the 12th day of January, 2006, by and between Linens 'n Things, Inc., a Delaware corporation (together with its successors and assigns, the "Company"), and Jack E. Moore, Jr. (the "Executive").
STOCKHOLDERS' AGREEMENTStockholders' Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • Delaware
This STOCKHOLDERS' AGREEMENT (this "Agreement") is dated as of February 14, 2006 among Linens Holding Co., a Delaware corporation (the "Company"), Linens Investors, LLC, a Delaware limited liability company ("Linens Investors"), and each of the other Stockholders of the Company signatory hereto from time to time. Linens Investors and any other person who shall become a party to or agree to be bound by the terms of this Agreement after the date hereof is referred to herein as a "Stockholder."
WOLFF & SAMSON PC LETTERHEAD] August 10, 2006LNT Leasing II, LLC • August 11th, 2006 • Retail-home furniture, furnishings & equipment stores
We are acting as special local counsel to LNT, Inc., a New Jersey corporation (the "Corporation"), a wholly-owned subsidiary of Linens 'n Things, Inc., a Delaware corporation (the "Company") for the sole purpose of delivering this opinion with respect to (i) that certain Credit Agreement dated as of February 14, 2006 by and among the Company, the Corporation and certain other parties (the "Credit Agreement") and (ii) that certain Indenture, dated as of February 14, 2006 by and among the Company, the Corporation and certain other parties (the "Indenture", and together with the Credit Agreement, the "Guaranty Documents").
SECURITY AGREEMENT by LINENS 'N THINGS, INC. and LINENS 'N THINGS CENTER, INC., as Borrowers and THE GUARANTORS PARTY HERETO and UBS AG, STAMFORD BRANCH, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Collateral AgentsSecurity Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
This SECURITY AGREEMENT dated as of February 14, 2006 (as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this "Agreement") made by LINENS 'N THINGS, INC., a Delaware corporation and LINENS 'N THINGS CENTER, INC., a California corporation (collectively, the "Borrowers" and each individually, a "Borrower"), and the Guarantors from to time to time party hereto (the "Guarantors"), as pledgors, assignors and debtors (the Borrowers, together with the Guarantors, in such capacities and together with any successors in such capacities, the "Pledgors," and each, a "Pledgor"), in favor of UBS AG, STAMFORD BRANCH and WACHOVIA BANK, NATIONAL ASSOCIATION in their capacities as US Collateral Agents pursuant to the Credit Agreement (as hereinafter defined), as pledgees, assignees and secured parties (in such capacities and together with any successors in such capacities, the "Collateral Agents").
EMPLOYMENT AGREEMENTEmployment Agreement • July 7th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New Jersey
Trademark Security AgreementTrademark Security Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
Trademark Security Agreement, dated as of February 14, 2006, by LNT Services, Inc., a Delaware corporation ("Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as Collateral Agent pursuant to the Indenture (in such capacity, the "Collateral Agent").
Trademark Security AgreementTrademark Security Agreement • August 11th, 2006 • LNT Leasing II, LLC • Retail-home furniture, furnishings & equipment stores • New York
Trademark Security Agreement, dated as of February 14, 2006, by LNT Merchandising Company, LLC, a Delaware limited liability company ("Pledgor"), in favor of THE BANK OF NEW YORK, in its capacity as Collateral Agent pursuant to the Indenture (in such capacity, the "Collateral Agent").
