Exhibit 10.2


 


SALE GUIDELINES


 


Exhibit 8.1


To


Agency Agreement


 


- And -


 


Exhibit C


To


Approval Order


 

















 


EXHIBIT 8.1


 


STORE CLOSING GUIDELINES


 


The following
procedures shall apply to the Sale1 to be held at the closing
Stores and the disposal of the Owned FF&E in the closing Stores:


 


1.                                       The
Sale shall be conducted so that the closing Stores in which sales are to occur
remain open no longer than the normal hours of operation provided for in the
respective leases or other occupancy agreements for the closing Stores.


 


2.                                       The
Sale shall be conducted in accordance with applicable state and local “Blue
Laws,” and thus, where applicable, no Sale shall be conducted on Sunday unless
the Merchant had been operating such Stores on a Sunday.


 


3.                                       All
display and hanging signs used by the Merchant and the Agent in connection with
Sale shall be professionally produced and all hanging signs shall be hung in a
professional manner. The Merchant and the Agent may advertise the Sale as a “sale
on everything”, “store closing”, or similar theme sale at the closing Stores as
provided by the Agency Agreement. 
Neither the Merchant, nor the Agent shall advertise the Sale as a “going-out-of-business”
sale.  The Merchant and the Agent shall
not use neon or day-glo signs. Furthermore, with respect to enclosed mall
locations no exterior signs or signs in common areas of a mall shall be used.
Nothing contained herein shall be construed to create or impose upon the
Merchant and the Agent any additional restrictions not contained in the applicable
lease or other occupancy agreement. In addition, the Merchant and the Agent
shall be permitted to utilize exterior banners at non-enclosed mall Stores; provided,
however, that such banners shall be located or hung so as to make clear
that the Sale is being conducted only at the affected store and shall not be
wider than the closing Storefront of the closing Store. In addition, the
Merchant and the Agent shall be permitted to utilize sign walkers and street
signage, notwithstanding any state, county or local law or ordinance; provided
however the use of sign walkers and use of street signage shall be done
in a safe manner and shall not be permitted on mall or shopping center
property.


 


4.                                       Conspicuous
signs shall be posted in the cash register areas of each Store to the effect
that all sales are “final” and that customers with any questions or complaints
subsequent to the conclusion of the Sale may contact a named representative of
the Merchant or the Agent at a specified telephone number.  Agent shall make available consumers inserts
identifying that that  the manufacturer’s
warranty, if any, may still exist and you should consult the packaging
materials to see what, if any, manufacturer’s warranties are available, and
Agent shall instruct the cashiers to place such inserts in the consumer’s
shopping bag.


 






1                                            Capitalized
terms used but not defined herein shall have the meanings ascribed to such
terms in the Agency Agreement.


 

















 


5.                                       Within
a “Shopping Center”, the Agent shall not distribute handbills, leaflets or
other written materials to customers outside of any of the closing Stores,
unless permitted by the applicable lease or, if distribution is customary in
the shopping center in which the closing Store is located. Otherwise, the Agent
may solicit customers in the closing Stores themselves. The Agent shall not use
any flashing lights or amplified sound to advertise the Sale or solicit
customers, except as permitted under the applicable lease or agreed to by the
landlord.


 


6.                                       At
the conclusion of the Sale, Agent shall vacate the closing Stores in “broom-clean”
condition, and shall otherwise leave the closing Stores in the same condition
as on the commencement of the Sale, ordinary wear and tear excepted; provided,
however, that the Merchant and Agent hereby do not undertake any greater
obligation than as set forth in an applicable lease with respect to a Stores.
The Merchant may abandon any FF&E or other materials (the “Abandoned
Property”) not sold in the Sale at the closing Store premises at the conclusion
of the Sale. Any Abandoned Property left in a Store after a lease is rejected
shall be deemed abandoned with the landlord having the right to dispose of the
same as the landlord chooses without any liability whatsoever on the part of
the landlord to any party and without waiver of any damage claims against the
Merchant.


 


7.                                       Subject
to the provisions of Section 15.9 of the Agency Agreement, the Agent shall
have the right to sell Owned FF&E located in the closing Stores; provided,
however, Merchant shall have the right (subject to the const of the
Indenture Trustee and the Noteholders), at any time prior to the date that is
fourteen days after the Sale Commencement Date, to designate certain FF&E
located in the closing Stores that Merchant intends to keep for its own use and
which Agent shall not be permitted or entitled to sell. The Agent may advertise
the sale of the Owned FF&E consistent with the guidelines provided in
paragraphs 4 and 6 hereof. Additionally, the purchasers of any Owned FF&E
sold during the Sale shall only be permitted to remove the Owned FF&E
either through the back shipping areas or through other areas after store
business hours.  For the avoidance of
doubt, as of the Sale Termination Date, Agent may abandon, in place, and
without further responsibility, any unsold FF&E located at the closing
Stores.


 


8.                                       The
Agent shall not make any alterations to interior or exterior Store lighting. No
property of any landlord of a Store shall be removed or sold during the Sale.
The hanging of exterior banners or other signage shall not constitute an
alteration to a Store.


 


9.                                       At
the conclusion of the Sale at each Store, pending assumption or rejection of
applicable leases, the landlords of the closing Stores shall have reasonable
access to the closing Store premises as set forth in the applicable leases. The
Merchant, the Agent and their agents and representatives shall continue to have
exclusive and unfettered access to the closing Stores.


 


10.                                 Post-petition
rents shall be paid shall be performed by the Merchant as required by the
Bankruptcy Code until the rejection or assumption and assignment of each lease.


 


11.                                 The
rights of the landlords for any damages to the closing Stores shall be reserved
in accordance with the applicable leases.


 

















 


12.                                 The
Merchant shall notify a representative of the relevant landlord of the date on
which the Sale is scheduled to conclude at a given Store, within three business
days of the Merchant’s receipt of such notice from the Agent.


 


13.                                 To
the extent that any Store landlord affected hereby contends that the Merchant
is in breach or default under these Store Closing Guidelines, such landlord
shall provide at least five (5) days’ written notice, served by facsimile
and overnight delivery, on the Merchant and the Merchant’s counsel, and the
Agent and the Agent’s counsel, at the following facsimile numbers and
addresses:


 


	
  If to the Merchant:

  	
  LINENS
  HOLDING CO.

  
	
   

  	
  6
  Brighton Road

  
	
   

  	
  Clifton,
  NJ 07012

  
	
   

  	
  Attn:

  	
  Frank
  Rowan

  
	
   

  	
   

  	
  Dave
  Coder

  
	
   

  	
  Fax:

  	
  (973)
  836-0309

  
	
   

  	
  Email:

  	
  frowan@lnt.com

  
	
   

  	
   

  	
  dcoder@lnt.com

  
	
   

  	
   

  
	
  With a copy to:

  	
  ASSET DISPOSITION ADVISORS, LLC

  
	
   

  	
  499 Park Avenue

  
	
   

  	
  New York, NY 10022

  
	
   

  	
  Attn:

  	
  Paul Traub

  
	
   

  	
   

  	
  Steven Fox

  
	
   

  	
  Tel:

  	
  (212) 573-9084

  
	
   

  	
  Fax:

  	
  (212) 652-3863

  
	
   

  	
   

  
	
   

  	
  RICHARDS, LAYTON, & FINGER, P.A.

  
	
   

  	
  920 N. King Street

  
	
   

  	
  Wilmington, DE 19801

  
	
   

  	
  Attn:

  	
  Mark D. Collins

  
	
   

  	
   

  	
  Michael J. Merchant

  
	
   

  	
  Tel:

  	
  (302) 651-7700

  
	
   

  	
  Fax:

  	
  (302) 651-7701

  
	
   

  	
  Email:

  	
  Collins@rlf.com

  
	
   

  	
   

  	
  Merchant@rlf.com

  



 

















 


	
   

  	
  GARDERE WYNNE SEWELL LLP

  
	
   

  	
  1601 Elm Street, Suite 3000

  
	
   

  	
  Dallas, TX 75201

  
	
   

  	
  Attn:

  	
  Stephen A. McCartin, Esq.

  
	
   

  	
   

  	
  Randy Ray, Esq.

  
	
   

  	
  Fax:

  	
  (214) 999-3544

  
	
   

  	
  Email:

  	
  smccartin@gardere.com

  
	
   

  	
   

  	
  rray@gardere.com

  
	
   

  	
   

  
	
   

  	
  MORGAN, LEWIS & BOCKIUS LLP

  
	
   

  	
  101 Park Avenue

  
	
   

  	
  New York, NY 10178

  
	
   

  	
  Attn:

  	
  Neil E. Herman, Esq.

  
	
   

  	
  Fax:

  	
  (212) 309-6001

  
	
   

  	
  Email:

  	
  nherman@morganlewis.com

  
	
   

  	
   

  
	
  If to the Agent:

  	
  SB CAPITAL GROUP, LLC

  
	
   

  	
  1010 Northern Blvd, Suite 340

  
	
   

  	
  Great Neck, NY 11021

  
	
   

  	
  Attn:

  	
  Robert Raskin

  
	
   

  	
  Tel:

  	
  (516) 829-2400

  
	
   

  	
  Fax:

  	
  (516) 829-2404

  
	
   

  	
  Email:

  	
  rraskin@sbcapitalgroup.com

  
	
   

  	
   

  
	
   

  	
  TIGER CAPITAL GROUP, LLC

  
	
   

  	
  84 State Street, Suite 420

  
	
   

  	
  Boston, MA 02109

  
	
   

  	
  Attn:

  	
  Steve Goldberger

  
	
   

  	
   

  	
  Dan Kane

  
	
   

  	
  Tel:

  	
  (617) 523-7002

  
	
   

  	
  Fax:

  	
  (617) 523-3007

  
	
   

  	
  Email:

  	
  sgoldberger@tigercapitalgroup.com

  
	
   

  	
   

  	
  dkane@tigercapitalgroup.com

  
	
   

  	
   

  
	
  With a copy to:

  	
  WACHTELL, LIPTON, ROSEN & KATZ

  
	
   

  	
  51 West 52nd Street

  
	
   

  	
  New York, NY 10019

  
	
   

  	
  Attn:

  	
  Scott Charles

  
	
   

  	
   

  	
  Josh Feltman

  
	
   

  	
  Tel:

  	
  (212) 403-1200

  
	
   

  	
  Fax:

  	
  (212) 403-2200

  
	
   

  	
  Email:

  	
  skcharles@wlrk.com

  
	
   

  	
   

  	
  jafeltman@wlrk.com

  



 

















 


If the parties are
unable to resolve the dispute between themselves, either the landlord or the
Merchant shall have the right to schedule a “status hearing” before the
Bankruptcy Court on no less than five (5) days notice to the other
parties.