Exhibit 10.2


 


STORE CLOSING GUIDELINES


 


The following
procedures shall apply to the Sale(1) 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 “going out of business”, “sale
on everything”, “store closing”, or similar theme sale at the closing Stores as
provided by the Agency Agreement.  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 (i) non-enclosed
mall Stores, and (ii) enclosed mall Stores to the extent the applicable
Store entrance does not require entry into the enclosed mall common area; 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 shall not be wider
than the closing Storefront of the closing Store and shall not be larger than 4
feet by 40 feet. 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.  Conspicuous signage shall be posted in the
cash register area of each Store to the effect that the manufacturer’s
warranty, if any, may still exist and customers should consult the packaging
materials to see what, if any, manufacturer’s warranties are available.


 


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 


 






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


 


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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.             Agent shall provide
signage in the Closing Stores notifying customers that the Additional Agent
Merchandise has been included in the Sale.


 


7.             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.


 


8.             Subject to the
provisions 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 consent 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 unless
otherwise agreed by on-site mall management. 
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.


 


9.             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.


 


10.           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.


 


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


 


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


 


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13.           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.


 


14.           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:

  	
  Dave
  Coder

  
	
   

  	
   

  	
  Fax:

  	
  (973)
  836-0309

  
	
   

  	
   

  	
  Email:

  	
  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 North King Street

  
	
   

  	
   

  	
  P.O. Box 551

  
	
   

  	
   

  	
  Wilmington, DE 19899

  
	
   

  	
   

  	
  Attn:

  	
  Mark D. Collins

  
	
   

  	
   

  	
  Tel:

  	
  (302) 651-7700

  
	
   

  	
   

  	
  Fax:

  	
  (302) 651-7701

  
	
   

  	
   

  	
  Email:

  	
  Collins@rlf.com

  
	
   

  	
   

  	
   

  
	
  If to the Agent:

  	
   

  	
  [TBD]

  



 


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.


 


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