**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-K/A**

**(Amendment No. 1)**

** **
| **(Mark One)**                                   |                                                                                                 |
|--------------------------------------------------|------------------------------------------------------------------------------------------------------|
| **x**                                            | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934**     |
| ** **                                       | ** **                                                                                           |
| **For the Fiscal Year Ended December  30, 2006** |
| ** **                                       | ** **                                                                                           |
| **Or**                                           |
| ** **                                       |
| **o**                                            | **TRANSITION  REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES   EXCHANGE ACT OF 1934** |

 
| ** ** | **Commission file numbers:** | **333-135646-12** |
|------------|------------------------------|-------------------|
|       |                         | **001-12381**     |
|       |                         | **333-135646-11** |

 

**LINENSHOLDING CO.**

**LINENS ’NTHINGS, INC.**

**LINENS ’NTHINGS CENTER, INC.**

(Exact names of registrants as specified in theircharters)

 

| **Delaware  Delaware  California**                                | ** ** | **20-4192917  22-3463939  59-2740308** |
|-------------------------------------------------------------------|------------|----------------------------------------|
| (States or other jurisdictions of  incorporation or organization) |       | (I.R.S. Employer  Identification Nos.) |

 

**6Brighton Road, Clifton, New Jersey  07015**

(Address of principal executive offices) (Zip Code)

 

**(973) 778-1300**

(Registrants’ telephone number, including area code)

 

Securities registered pursuant to Section 12(b)or 12(g) of the Act:

 

**None**

 

Indicate by check mark if theregistrants are well-known seasoned issuers, as defined in Rule 405 of theSecurities Act:

 

Yes o     No x

 

Indicate by check mark if theregistrants are not required to file reports pursuant to Section 13 or15(d) of the Act:

 

Yes o     No x

 

Indicate by check mark whether theregistrants (1) have filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrants wererequired to file such reports), and (2) have been subject to such filingrequirements for the past 90 days:

 

Yes x     No o

 

Indicate by check mark if disclosureof delinquent filers pursuant to Item 405 of Regulation S-K is not containedherein, and will not be contained, to the best of registrants’ knowledge, indefinitive proxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to this Form 10-K:     x

 

Indicate by check mark whether theregistrants are large accelerated filers, accelerated filers, or non-acceleratedfilers. See definition of “accelerated filer and large accelerated filer” inRule 12b-2 of the Exchange Act. (Check one):

 

Large AcceleratedFilers o     AcceleratedFilers o     Non-acceleratedFilers x

 

Indicate by check mark whether the registrants are shell companies (asdefined in Rule 12b-2 of the Exchange Act):

 

Yes o     No x

 

As of March 1, 2007, there were13,013,000 shares of Linens Holding Co. common stock, $0.01 parvalue, outstanding; 1,000 shares of Linens ‘n Things, Inc. common stock, $0.01par value, outstanding; and 100 shares of Linens ‘n Things Center, Inc. commonstock, no par value, outstanding. None is publicly traded.

 

**DOCUMENTS INCORPORATED BYREFERENCE**

 

None

 

 

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**EXPLANATORY NOTE**

 

This Amendment on Form10-K/A constitutes Amendment No. 1 to the Annual Report on Form 10-K for thefiscal year ended December 30, 2006, which was previously filed with the SEC onMarch 27, 2007 (the “Annual Report”), of Linens Holding Co., Linens ’n Things,Inc. (“LNT”), and Linens ’n Things Center, Inc. We are filing this amendment toamend and restate in its entirety the disclosure set forth in Item 11. We arealso amending Item 15 for the purpose of including as exhibits to thisAmendment the Certifications pursuant to Rule 15d-14(a) of the SecuritiesExchange Act of 1934 and the Certifications pursuant to 18 U.S.C.Section 1350 for the Registrants.

 

The purpose of thisAmendment is to correct certain information reported in the SummaryCompensation Table and the Post Termination Payments and Benefits tableincluded in Item 11.

 

In the Summary CompensationTable, the amount of “All Other Compensation” reported for Robert J. DiNicolawith respect to fiscal 2006 did not include the total amount of relocationreimbursement by LNT in 2006 related to relocation transaction costs and movingexpenses and the total amount of reimbursement of taxes on such relocationreimbursement. LNT recently discovered that the additional amount of relocationreimbursement (approximately $445,000) had not been reported as income for Mr.DiNicola and that the additional amount of tax reimbursement  due (approximately $435,000), which alsorepresents 2006 income, had not been paid as additional withholding on Mr.DiNicola’s behalf. Accordingly, the amounts under “All Other Compensation” and “Total”in the Summary Compensation Table, and note (3)(a) thereto, have been correctedfor Mr. DiNicola to reflect the increased reimbursement amounts in bothcategories. Pursuant to the terms of Mr. DiNicola’s employment agreement withLNT, Mr. DiNicola is required to take all reasonable steps necessary to seekreimbursement from Zale Corporation, a former employer of Mr. DiNicola, of anyof the relocation expenses Zale is obligated to pay. Any such reimbursement byZale would be an offset against LNT’s obligations and Mr. DiNicola wouldreimburse LNT accordingly with respect to amounts already paid.

 

Note (3)(a) (for Mr.DiNicola) and note (3)(d) (for Robert Homler) have each been revised to reflectthe correct allocation of All Other Compensation between relocationreimbursement and tax reimbursement with respect to the total reimbursementoriginally disclosed.

 

In the Post TerminationPayments and Benefits table, the value originally disclosed for acceleration ofvesting of stock options for Francis M. Rowan in connection with a change incontrol inadvertently only reflected one of Mr. Rowan’s two outstanding stockoption grants as of December 30, 2006.

 

The Registrants have determinedthat the incorrect classification of the additional amount of relocationreimbursement, the delayed tax reimbursement, the incorrect allocations betweenthe originally disclosed reimbursements amounts, and the inadvertent omissionof post-termination accelerated stock option value were isolated occurrencesand do not represent any material weakness. No other substantive corrections oradditions have been made to Item 11, although a small number of grammatical ortypographical corrections have been made.

 

This Amendment amends onlythe items of the Annual Report specified above and amends those items solely toreflect the changes described above. This Amendment does not otherwise updatethe disclosures in the Annual Report as originally filed and does not reflectevents occurring after the original filing of the Annual Report on March 27,2007.

 

2

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**Item 11. Executive Compensation**

 

**Compensation Discussionand Analysis**

** **

*Overview*

* *

The compensationcommittee of the Company’s board of directors is empowered to review andapprove the annual compensation and compensation structure for the Company’sexecutive officers and management compensation generally. The Company’sexecutive officers are the Chairman and Chief Executive Officer, the SeniorVice President and Chief Financial Officer, the Executive Vice President ofStore Operations and the Executive Vice President, Merchandising. Each of theexecutive officers is employed by the Company’s wholly owned subsidiary, Linens’n Things, Inc. (“LNT”).The board of directors and compensation committee of each of the Company andLNT have the same composition.

 

The primaryobjective of the Company’s compensation program, including compensation ofexecutives, is to attract and retain qualified, energetic associates who areenthusiastic about the Company’s mission and culture. A further objective ofthe Company’s compensation program is to provide incentives and to reward eachassociate for their contribution to the Company. In addition, the Companystrives to promote an ownership mentality among key leadership and the Company’sboard of directors. Finally, the Company intends for its compensation structureto be perceived as fair to associates, stockholders, and noteholders.

 

The Company’scompensation program is designed to reward each associate’s individual  contributionto the Company, incentivize each associate’s future performance and recognizethe Company’s growth and financial performance. The Company’s compensationstructure, including executive compensation, was reviewed and restructured in2006 following the Company’s acquisition of LNT in February 2006. Thecompensation committee considers numerous factors, including the associates’experience in conjunction with the level and complexity of the position. Regardingthe compensation program and structure generally and all aspects of executivecompensation, management provides recommendations to the compensationcommittee; however, the compensation committee does not delegate any of itsfunctions to others in setting compensation. The compensation committee is alsoresponsible for reviewing and making recommendations to the board of directorsregarding director compensation. The Company does not currently engage anyconsultant related to executive or director compensation matters.

 

*Elements of the Company’s Executive Compensation*

* *

Annual executiveofficer compensation consists of the following components: base salary; annualperformance bonus; stock options; and certain benefits. The compensationcommittee intends to set executive cash compensation at a level to attract andretain a strong motivated leadership team, but not so high that it creates anegative perception with our associates generally, noteholders or stockholders.Annual incentive compensation is included to reward executives for the Company’sgrowth and financial performance based on achievement of criteria establishedby the Chairman and approved by the compensation committee.

 

Each of theCompany’s executive officers receives stock option grants under the LinensHolding Co. Stock Option Plan. All of the Company’s associates are eligible forstock option grants, which recognize and incentivize performance. The stockoption plan was established in 2006 following the acquisition and grants weremade to associates at the position of buyer and above. Approximately 64% of the stock options granted under the stock option planhas been granted to associates who are not executive officers. TheCompany believes that through its broad-based plan, the economic interests ofthe Company’s associates, including its executives, are more closely aligned toownership interests.

 

The Companyprovides only limited benefits to its executive officers and senior vicepresidents, including medical and dental insurance, long-term disabilityinsurance, life insurance, cellular telephone and service needed with theperformance of the executive’s responsibilities and specified financialplanning services. Under certain circumstances, management may recommend andthe compensation committee may approve more limited benefits or additionalbenefits, such as relocation expenses for new executives.

 

3

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*Stock Option Grants*

* *

The compensationcommittee intends for stock option grants generally to be considered on an annual basis, except for new hires,promotions and special performance recognition. Stock option grants arerecommended to the compensation committee by management, but all grants must beapproved by the compensation committee. Stock option grants may be approved bythe compensation committee at in-person or telephonic meetings or by unanimouswritten consents. The date of grant is established based on the date of themeeting or, with respect to written consents, the date the last signature ofthe compensation committee members is obtained. The compensation committee setsthe exercise price per share for stock option grants at an amount greater thanor equal to the fair market value per share of the Company’s common stock. Sincethe Company’s common stock is not publicly traded, the compensation committee’sdetermination is based on information provided by management and reviewed andapproved by the compensation committee. In 2006, the exercise price for stockoption grants was determined by reference to the purchase price paid by theCompany for the February 2006 acquisition of LNT. The compensation committeedoes not delegate any function of the stock option grants, and executives arenot treated differently from other associates.

 

*How the Company Chose Amounts and/or Formulas for EachElement*

* *

Each executive’scurrent and prior compensation is considered in setting future compensation. Inaddition, we review the compensation practices of other companies. Base salaryamounts are determined by complexity and level of position as well as marketcomparisons.

 

The executiveofficers are entitled to certain annual performance bonuses pursuant to theterms of their employment agreements. See “—Summary Compensation Table.”  Each executive officer has a target bonusamount expressed as a percentage of his annual base salary. The respectivepercentages are determined by position and level of responsibility. The Company’sChairman of the Board and Chief Executive Officer has a target bonus of 100% ofhis annual base salary if LNT exceeds sales, EBITDA and cash generation goalsbased on levels to be determined by the LNT board of directors or compensationcommittee for the applicable year. The other executive officers have targetbonuses of 50% of base salary; however, the amount is to be determined by theLNT board or compensation committee in its sole discretion. No annualperformance bonuses were paid with respect to the year ended December 30, 2006.

 

Management hasdeveloped a proposed plan for 2007 management incentive compensation, whichwill be presented to the compensation committee for approval in April 2007.

 

The compensationcommittee is considering a plan for 2007 management incentive compensation,which includes incentive compensation potential for certain of the namedexecutive officers within the following ranges:

 

•                  DiNicola – target 100% of annual basesalary and maximum 150% of annual base salary.

•                  Rowan, Coder and Homler – target 50%of annual base salary and maximum 75% of annual base salary.

 

For each of thesenamed executive officers, the incentive compensation potential for 2007 isproposed to be at the following levels:

 

•                  First threshold – 25% of target basedon achieving 83% of budgeted EBITDA.

•                  Second threshold – 50% of targetbased on achieving 90% of budgeted EBITDA.

•                  Third threshold – 75% of target basedon achieving 97% of budgeted EBITDA.

•                  Target – 100% on achieving budgetedEBITDA.

•                  Maximum – maximum for each named executiveofficer based on achieving 150% of budgeted EBITDA.

 

The Company doesnot disclose its internal budget for results of operations, including budgetedEBITDA. Budgeted EBITDA is confidential financial information of the Company,and the Company believes that it disclosure would cause the Company competitiveharm by disclosing to competitors a key element of its internal projections. Managementbelieves that achieving 100% of budgeted EBITDA in fiscal year 2007 whilepossible for the named executive officers will present a significant challenge.Accordingly, there is also a need for appropriate incentive compensation at thelower thresholds indicated above.

 

4

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Stock option grantawards are determined in accordance with performance and level of position. Eachof the stock option grants are granted under the Linens Holding Co. StockOption Plan and are divided equally between a time option and a performanceoption. The stock options expire seven years after the date of grant. The timeoptions become vested and exercisable in four equal installments based on theanniversary of the date of grant or the anniversary of a designated date. Theperformance option provides that if on any “Measurement Date,” the “Value PerShare” equals or exceeds the “Target Stock Price” (as such terms are defined inthe option grant letter), then the performance option will vest and becomeexercisable in two equal annual installments on each of the first twoanniversaries of the Measurement Date, subject to acceleration in the event ofa change in control or a specified liquidity event, as set forth in the optiongrant letter. Prior to a qualified initial public offering, with gross proceedsto the Company of not less than $150.0 million, a Measurement Date is the endof a fiscal quarter beginning with or following December 31, 2007. Prior to aqualified initial public offering, Value Per Share is the Company’s “Net EquityValue” divided by the number of fully diluted shares. Net Equity Value iscalculated as the sum of (1) 7.5 times the Company’s EBITDA for the four fiscalquarters ending on the Measurement Date, (2) the sum of all cash and cashequivalents and the aggregate exercise price of all outstanding options orwarrants to purchase shares of the Company’s common stock, less (3) the Company’sdebt as of the Measurement Date. Upon a defined liquidity event, Value PerShare is the price per share realized by the Company’s principal stockholder. TheTarget Stock Price means $50.00 compounded at an annual rate of 25% fromFebruary 14, 2006 to the Measurement Date.

 

*Accounting and Tax Considerations*

* *

The Company’sstock option grant policies have been impacted by the implementation of SFASNo. 123 (Revised 2004), which it adopted in the first quarter of fiscal year2006. Under this accounting pronouncement, the Company is required to valueunvested stock options granted prior to our adoption of SFAS No. 123 under thefair value method and expense those amounts in the income statement over thestock option’s remaining vesting period.

 

The Company hasstructured its compensation program to comply with Internal Revenue CodeSections 162(m) and 409A. Under Section 162(m) of the Internal Revenue Code, alimitation was placed on tax deductions of any publicly-held corporation forindividual compensation to certain executives of such corporation exceeding$1,000,000 in any taxable year, unless the compensation is performance-based.The Company has no individuals with non-performance based compensation paid inexcess of the Internal Revenue Code Section 162(m) tax deduction limit. If anexecutive is entitled to nonqualified deferred compensation benefits that aresubject to Section 409A, and such benefits do not comply with Section 409A,then the benefits are taxable in the first year they are not subject to asubstantial risk of forfeiture. In such case, the executive is subject toregular federal income tax, interest and an additional federal income tax of20% of the benefit includible in income.

 

**Summary CompensationTable**

** **

The followingtable sets forth information with respect to compensation for the fiscal yearended December 30, 2006 with respect to the Company’s executive officers,including the Company’s principal executive officer and principal financialofficer, as well as the former Chairman and Chief Executive Officer of LNT andformer President and Chief Operating Officer. The listed persons are referredto in this Item 11 as the “named executive officers.”

 

5

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| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** **       | ** ** | ** **     | ** ** | **Change in  Pension** | ** ** | ** **         | ** ** | ** ** | ** ** |
|---------------------------------------------------------|------------|------------|------------|------------|------------|------------------|------------|------------|------------|------------------|------------|----------------|------------|-----------------------------|------------|--------------------|------------|------------|------------|
| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** **       | ** ** | ** **     | ** ** | **Value and**          | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** **       | ** ** | ** **     | ** ** | **Non-**                    | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** **       | ** ** | **Non-Equity** | ** ** | **qualified**               | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** **       | ** ** | **Incentive**  | ** ** | **Deferred**                | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | ** ** | ** ** | ** **       | ** ** | **Plan**       | ** ** | **Compen-**                 | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                                              | ** ** | ** ** | ** ** | ** ** | ** ** | ** **       | ** ** | **Stock**  | ** ** | **Option**       | ** ** | **Compen-**    | ** ** | **sation**                  | ** ** | **All Other** | ** ** | ** ** | ** ** |
| ** **                                              | ** ** | ** ** | ** ** | **Salary** | ** ** | **Bonus**        | ** ** | **Awards** | ** ** | **Awards**       | ** ** | **sation**     | ** ** | **Earnings**                | ** ** | **Compensation**   | ** ** | **Total**  | ** ** |
| **Name and Principal Position**          | ** ** | **Year**   | ** ** | **($)**    | ** ** | **($) (1)** | ** ** | **($)**    | ** ** | **($) (2)** | ** ** | **($)**        | ** ** | **($)**                     | ** ** | **($) (3)**        | ** ** | **($)**    | ** ** |
|                                                    |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
| Robert J.  DiNicola                                     |       | 2006       |       | $          | 1,189,885  |             | $          | —     |       | $                | —     |           | $          | 1,824,777                   |       | $                  | —     |       | $          | — |   | $ | 1,294,111 |   | $ | 4,308,773 |   |
| Chairman of the Board  and Chief Executive  Officer (4) |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
|                                                    |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
| Francis M. Rowan                                        |       | 2006       |       | $          | 228,838    |             | $          | 35,000     |       | $                | —     |           | $          | 52,696                      |       | $                  | —     |       | $          | — |   | $ | 104,161 |   | $ | 420,695 |   |
| Senior Vice President  and Chief Financial  Officer (5) |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
|                                                    |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
| F. David Coder                                          |       | 2006       |       | $          | 382,692    |             | $          | 100,000    |       | $                | —     |           | $          | 145,757                     |       | $                  | —     |       | $          | — |   | $ | 515,314 |   | $ | 1,143,763 |   |
| Executive Vice President  of Store Operations           |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
|                                                    |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
| Robert Homler                                           |       | 2006       |       | $          | 274,039    |             | $          | —     |       | $                | —     |           | $          | 88,446                      |       | $                  | —     |       | $          | — |   | $ | 271,062 |   | $ | 633,547 |   |
| Executive Vice  President,  Merchandising (6)           |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
|                                                    |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
| Norman Axelrod                                          |       | 2006       |       | $          | 137,250    |             | $          | —     |       | $                | —     |           | $          | —                      |       | $                  | —     |       | $          | — |   | $ | 18,029,699 |   | $ | 18,166,949 |   |
| Former Chairman and  Chief Executive Officer (7)        |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
|                                                    |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |
| Jack E. Moore                                           |       | 2006       |       | $          | 61,269     |             | $          | —     |       | $                | —     |           | $          | —                      |       | $                  | —     |       | $          | — |   | $ | 4,827,271 |   | $ | 4,888,540 |   |
| Former President and  Chief Operating Officer (8)       |       |       |       |       |       |             |       |       |       |             |       |           |       |                        |       |               |       |       |       |

 

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| (1)    | Bonus  amounts reflect transaction incentive bonuses paid upon consummation of the  acquisition of LNT in February 2006.                                                                                                                                                                                                                                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (2)    | See Note (13) to the Company’s  consolidated financial statements included in this report regarding the  valuation assumptions with respect to the amounts shown.                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (3)    | Includes perquisites, equity  distributions and severance received by the named executive officers and life  insurance premiums paid on behalf of the named executive officers, as  follows:                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (a)  For Mr. DiNicola, includes perquisites totaling $721,910, consisting of  $33,431 for car allowance and $688,479 for relocation reimbursement related  to sale and purchase of home and moving expenses. Also includes $566,303 for  reimbursement of taxes on such relocation reimbursement and imputed value for  life insurance premiums of $5,898.                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (b)  For Mr. Rowan, includes perquisite of financial planning services valued at  $4,050, employer 401(k) Plan contribution of $7,784, equity distribution in  connection with the acquisition of LNT in February 2006 of $92,225 and  imputed value for life insurance premiums of $102.                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (c)  For Mr. Coder, includes perquisite of financial planning services valued at  $12,021. Also includes employer 401(k) Plan contribution of $10,077, equity  distribution in connection with the acquisition of LNT in February 2006 of  $492,949 and imputed value for life insurance premiums of $267.                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (d)  For Mr. Homler, includes perquisite totaling $176,211 for relocation  reimbursement related to sale and purchase of home and moving expenses. Also  includes $92,947 for reimbursement of taxes on such relocation reimbursement  and imputed value for life insurance premiums of $1,904.                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (e)  For Mr. Axelrod, includes perquisite of financial planning services valued at  $15,026. Also includes employer 401(k) Plan contribution of $5,490, equity  distribution in connection with the acquisition of LNT in February 2006 of  $6,362,403, severance compensation of $5,088,179, a distribution from his  supplemental executive retirement program (“SERP”) of $6,542,664 and imputed  income of $15,937 based on the Company-funded term life insurance benefit. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | (f)  For Mr. Moore, includes employer 401(k) Plan contribution of $2,451, equity  distribution in connection with the acquisition of LNT in February 2006 of  $1,155,000, severance compensation of $2,471,948 and tax reimbursement  relating to excess parachute payments of $1,197,872.                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (4)    | Mr.  DiNicola became the Company’s Chairman of the Board and Chief Executive  Officer on February 14, 2006. Salary amount includes directors fees in 2006  of $32,000. Also, Option Awards amount includes value of director options  granted on June 13, 2006. See “—Director Compensation” below.                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (5)    | Mr.  Rowan became the Company’s Senior Vice President and Chief Financial Officer  on April 28, 2006.                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (6)    | Mr.  Homler became our Executive Vice President, Merchandising on May 5, 2006.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (7)    | Mr.  Axelrod ceased serving as the Chairman and Chief Executive Officer of LNT on  February 14, 2006.                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (8)    | Mr.  Moore ceased serving as the President and Chief Operating Officer of LNT on  January 12, 2006. His final date of employment was February 14, 2006.                                                                                                                                                                                                                                                                                                                                   |

 

6

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*Current Executive Officers*

* *

LNT entered intoan employment agreement with each of the current executive officers in thefiscal year ended December 30, 2006. Thefollowing summarizes the principal terms of these employment agreements.

 

The term of Mr. DiNicola’s employment continues until December 31, 2008. The employment term for each of Mr. Rowan, Mr. Coder and Mr. Homlercontinues until December 31, 2007. Each of the employment terms is subject toautomatic one-year renewals unless LNT or the executive provides one-yearadvance notice of an election not to renew the term. The employment agreementsprovide for payment of an annual base salary that will be reviewed on an annualbasis by LNT’s compensation committee. The current annual base salaries are$1,350,000 for Mr. DiNicola, $250,000 for Mr. Rowan, $400,000 for Mr. Coder and$400,000 for Mr. Homler.

 

The executives areentitled to certain annual performance bonuses pursuant to the terms of theiremployment agreements. Mr. DiNicola has a target bonus of 100% of his annualbase salary if LNT exceeds EBITDA levels to be determined by the LNTcompensation committee for the applicable year. Mr. Rowan, Mr. Coder and Mr.Homler are eligible for annual performance bonuses in an amount to be determinedby the LNT compensation committee in its sole discretion based on EBITDA levelsfor the applicable year. The target bonus is 40% of annual base salary for Mr.Rowan and 50% of annual base salary for each of Mr. Coder and Mr. Homler.

 

The employment agreements generally provide for the executives toparticipate in and receive benefits under any benefit plans, arrangements orpolicies made available by LNT to its employees generally and certain specifiedbenefits, including (except for Mr. DiNicola) health insurance, prescriptiondrug coverage, dental insurance, long-term disability insurance, lifeinsurance, cellular telephone and service and annual financial planningservices. In addition, Mr. DiNicola and Mr. Homler were each entitled torelocation expenses, including moving expenses and certain expenses inconnection with the sale of an existing home and purchase of a new home, aswell as reimbursement for income taxes incurred as result of such payments. Mr.DiNicola is also entitled to transportation between the Company’s headquartersand his permanent or temporary residence in the New York City area or a NewYork City area airport. If he does not utilize this benefit, he is entitled toequivalent cash compensation.

 

Each of the employment agreements also includes customary covenantsincluding noncompetition, confidentiality and nondisclosure and nonsolicitationof employees.

 

*Norman Axelrod*

* *

Upon the consummation of the acquisition of LNT, Norman Axelrod ceased tobe Chairman of the Company’s board of directors and Chief Executive Officer,and his employment terminated on February 16, 2006. LNT and Mr. Axelrod enteredinto a general release agreement pursuant to which Mr. Axelrod agreed torelease LNT and its affiliates from any claims Mr. Axelrod may have had, andLNT agreed to pay Mr. Axelrod’s severance and other entitlements under hisemployment agreement. These entitlements include a perquisite of financialplanning services valued at $15,026, an employer 401(k) Plan contribution of$5,490, an equity distribution in connection with the acquisition of LNT inFebruary 2006 of $6,362,403, severance compensation of $5,088,179, adistribution from his supplemental executive retirement program (“SERP”) of$6,542,664 and imputed income of $15,937 based on the Company-funded term lifeinsurance benefit.

 

**Grants of Plan-BasedAwards**

** **

The followingtable sets forth certain information with respect to stock options grantedduring the fiscal year ended December 30, 2006 to each of the named executiveofficers.

 

7

----

 
| ** **             | ** ** | ** **      | ** ** | ** **                                          | ** ** | ** **                                        | ** ** | ** **          | ** ** | ** **         | ** ** | ** **           | ** ** | ** **          | ** ** | **All Other**            | ** ** | **All Other**                    | ** ** | ** **                                     | ** ** | ** **                                                     | ** ** |
|------------------------|------------|-----------------|------------|-----------------------------------------------------|------------|---------------------------------------------------|------------|---------------------|------------|--------------------|------------|----------------------|------------|---------------------|------------|-------------------------------|------------|---------------------------------------|------------|------------------------------------------------|------------|----------------------------------------------------------------|------------|
| ** **             | ** ** | ** **      | ** ** | ** **                                          | ** ** | ** **                                        | ** ** | ** **          | ** ** | ** **         | ** ** | ** **           | ** ** | ** **          | ** ** | **Stock**                     | ** ** | **Option**                            | ** ** | ** **                                     | ** ** | ** **                                                     | ** ** |
| ** **             | ** ** | ** **      | ** ** | ** **                                          | ** ** | ** **                                        | ** ** | ** **          | ** ** | ** **         | ** ** | ** **           | ** ** | ** **          | ** ** | **Awards:**                   | ** ** | **Awards:**                           | ** ** | ** **                                     | ** ** | ** **                                                     | ** ** |
| ** **             | ** ** | ** **      | ** ** | **Estimated Future Payouts Under**   | ** ** | **Estimated Future Payouts Under** | ** ** | **Number of**  | ** ** | **Number of** | ** ** | **Exercise or** | ** ** | **Grant Date** | ** ** |
| ** **             | ** ** | ** **      | ** ** | **Non-Equity Incentive Plan Awards** | ** ** | **Equity Incentive Plan Awards**   | ** ** | **Shares of**  | ** ** | **Securities**     | ** ** | **Base Price**  | ** ** | **Fair**            | ** ** |
| **Name**               | ** ** | **Grant  Date** | ** ** | **Threshold  ($)**                                  | ** ** | **Target  ($)**                                   | ** ** | **Maxi-  mum  ($)** | ** ** | **Threshold  (#)** | ** ** | **Target  (#)**      | ** ** | **Maxi-  mum  (#)** | ** ** | **Stock or  Units  (#)** | ** ** | **Underlying  Options  (#) (1)** | ** ** | **of Option  Awards  ($ / Sh)** | ** ** | **Value of Stock  and Option  Awards ($)** | ** ** |
| Robert J. DiNicola (2) |       | 3/27/2006       |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       | —                        |       | 281,946                               |       | $                                              | 50.00      |                                                           | $          | 4,925,597 |   |
|                   |       | 6/13/2006       |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       |                          |       |                                  | 5,000      |                                           | $          | 50.00                                                          |       | $83,900 |   |
|                   |       |            |       |                                                |       |                                              |       |                |       |               |       |                 |       |                |       |                          |       |                                  |       |                                           |       |                                                           |       |
| Francis M. Rowan       |       | 3/27/2006       |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       | —                        |       | 5,000                                 |       | $                                              | 50.00      |                                                           | $          | 87,350 |   |
|                   |       | 4/28/2006       |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       |                          |       |                                  | 10,000     |                                           | $          | 50.00                                                          |       | $173,850 |   |
|                   |       |            |       |                                                |       |                                              |       |                |       |               |       |                 |       |                |       |                          |       |                                  |       |                                           |       |                                                           |       |
| F. David Coder (3)     |       | 3/27/2006       |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       | —                        |       | 25,000                                |       | $                                              | 50.00      |                                                           | $          | 436,750 |   |
|                   |       |            |       |                                                |       |                                              |       |                |       |               |       |                 |       |                |       |                          |       |                                  |       |                                           |       |                                                           |       |
| Robert Homler          |       | 4/17/2006       |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       | —                        |       | 25,000                                |       | $                                              | 50.00      |                                                           | $          | 439,500 |   |
|                   |       |            |       |                                                |       |                                              |       |                |       |               |       |                 |       |                |       |                          |       |                                  |       |                                           |       |                                                           |       |
| Norman Axelrod         |       | —          |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       | —                        |       | —                                |       | —                                         |       | —                                                         |       |
|                   |       |            |       |                                                |       |                                              |       |                |       |               |       |                 |       |                |       |                          |       |                                  |       |                                           |       |                                                           |       |
| Jack E. Moore          |       | —          |       | —                                              |       | —                                            |       | —              |       | —             |       | —               |       | —              |       | —                        |       | —                                |       | —                                         |       | —                                                         |       |

 

----

|   | (1)    | Each of the stock options were granted  under the Linens Holding Co. Stock Option Plan and are equally divided  between a time option and a performance option. The stock options expire seven  years after the date of grant. The time options become vested and exercisable  in four equal installments based on the anniversary of the date of grant or  the anniversary of a designated date. Each of the grants reflected in the  table above with a grant date of March 27, 2006 vest on the first four  anniversaries of the February 14, 2006 closing date of the acquisition of  Linens ’n Things, Inc. The performance option  provides that if on any Measurement Date, the Value Per Share equals or  exceeds the Target Stock Price, then the performance option will vest and  become exercisable in two equal annual installments on each of the first two  anniversaries of the Measurement Date, subject to acceleration in the event  of a change in control or a specified liquidity event. Prior to a qualified  initial public offering, a Measurement Date is the end of a fiscal quarter  beginning with or following December 31, 2007. The Target Stock Price means  $50, compounded at an annual rate of 25% from February 14, 2006 to the  Measurement Date. |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (2)    | The June 13, 2006 grant reflects a grant  to Mr. DiNicola outside of the Stock Option Plan, but pursuant to Linens  Holding Co. and Linens ’n Things, Inc. Director Compensation  Policy adopted by the boards of directors of both companies on June 13, 2006.  These director options were fully vested and exercisable on the date of  grant. The director options have an exercise price of $50.00 per share and  expire seven years after the date of grant. See “Director Compensation”  below. On March 27, 2006, Mr. DiNicola also received a grant of 40,000 stock options  granted outside of the Stock Option Plan, which were fully vested and  exercisable on the date of grant, in connection with his purchase of shares  of common stock of the Company. These non-plan options also have an exercise  price of $50.00 per share and expire seven years after the date of grant.  These non-plan options had a grant date fair market value of $666,800.                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | (3)    | On May 11, 2006, Mr. Coder also received  a grant of 3,000 stock options granted outside of the Stock Option Plan,  which were fully vested and exercisable on the date of grant, connection with  his purchase of shares of common stock of the Company. The non-plan options have  an exercise price of $50.00 per share and expire seven years after the date  of grant. These non-plan options had a grant date fair market value of  $50,250.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 

**Outstanding Equity Awards at Fiscal Year-End**

 

The followingtable sets forth certain information regarding exercisable and unexercisablestock options granted to the named executive officers and held as of December30, 2006, the end of the fiscal year. No stock options were exercised in the2006 fiscal year.

 
| ** **          | ** ** | **Option Awards** | ** ** | **Stock Awards**  | ** ** |
|---------------------|------------|-------------------|------------|-------------------|------------|
| ** **          | ** ** | ** **        | ** ** | ** **        | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Equity** | ** ** |
| ** **          | ** ** | ** **        | ** ** | ** **        | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Equity** | ** ** | **Incentive** | ** ** |
| ** **          | ** ** | ** **        | ** ** | ** **        | ** ** | **Equity** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Incentive** | ** ** | **Plan Awards:** | ** ** |
| ** **          | ** ** | ** **        | ** ** | ** **        | ** ** | **Incentive** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Plan Awards:** | ** ** | **Market or** | ** ** |
| ** **          | ** ** | ** **        | ** ** | ** **        | ** ** | **Plan Awards:** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | **Market** | ** ** | **Number of** | ** ** | **Payout Value** | ** ** |
| ** **          | ** ** | **Number of**     | ** ** | **Number of**     | ** ** | **Number of** | ** ** | ** ** | ** ** | ** ** | ** ** | **Number of** | ** ** | **Value of** | ** ** | **Unearned** | ** ** | **of Unearned** | ** ** |
| ** **          | ** ** | **Securities**    | ** ** | **Securities**    | ** ** | **Securities** | ** ** | ** ** | ** ** | ** ** | ** ** | **Shares or** | ** ** | **Shares or** | ** ** | **Shares, Units** | ** ** | **Shares, Units** | ** ** |
| ** **          | ** ** | **Underlying**    | ** ** | **Underlying**    | ** ** | **Underlying** | ** ** | ** ** | ** ** | ** ** | ** ** | **Units of** | ** ** | **Units of** | ** ** | **or Other** | ** ** | **or Other** | ** ** |
| ** **          | ** ** | **Unexercised**   | ** ** | **Unexercised**   | ** ** | **Unexercised** | ** ** | **Option** | ** ** | ** ** | ** ** | **Stock That** | ** ** | **Stock That** | ** ** | **Rights That** | ** ** | **Rights That** | ** ** |
| ** **          | ** ** | **Options**       | ** ** | **Options**       | ** ** | **Unearned** | ** ** | **Exercise** | ** ** | **Option** | ** ** | **Have Not** | ** ** | **Have Not** | ** ** | **Have Not** | ** ** | **Have Not** | ** ** |
| ** **          | ** ** | **(#)**           | ** ** | **(#)**           | ** ** | **Options** | ** ** | **Price** | ** ** | **Expiration** | ** ** | **Vested** | ** ** | **Vested** | ** ** | **Vested** | ** ** | **Vested** | ** ** |
| **Name**            | ** ** | **Exercisable**   | ** ** | **Unexercisable** | ** ** | **(#)** | ** ** | **($)** | ** ** | **Date** | ** ** | **(#)** | ** ** | **($)** | ** ** | **(#)** | ** ** | **($)** | ** ** |
| Robert J.  DiNicola |       | —            |       | 281,946           |       | — |   | $ | 50.00 |   | 3/27/2014 |   | — |   | — |   | — |   | — |   |
|                |       | 40,000            |       | —            |       |   |   | $ | 50.00 |   | 3/27/2014 |   |   |   |   |   |   |   |   | ** ** |
|                |       | 5,000             |       | —            |       |   |   | $ | 50.00 |   | 6/13/2014 |   |   |   |   |   |   |   |   | ** ** |
|                |       |              |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Francis M. Rowan    |       | —            |       | 5,000             |       | — |   | $ | 50.00 |   | 3/27/2014 |   | — |   | — |   | — |   | — | ** ** |
|                |       | —            |       | 10,000            |       |   |   | $ | 50.00 |   | 4/28/2014 |   |   |   |   |   |   |   |   | ** ** |
|                |       |              |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| F. David Coder      |       | —            |       | 25,000            |       | — |   | $ | 50.00 |   | 3/27/2014 |   | — |   | — |   | — |   | — | ** ** |
|                |       | 3,000             |       | —            |       |   |   | $ | 50.00 |   | 5/11/2014 |   |   |   |   |   |   |   |   | ** ** |
|                |       |              |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Robert Homler       |       | —            |       | 25,000            |       | — |   | $ | 50.00 |   | 4/17/2014 |   | — |   | — |   | — |   | — | ** ** |
|                |       |              |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Norman Axelrod      |       | —            |       | —            |       | — |   | — |   | — |   | — |   | — |   | — |   | — | ** ** |
|                |       |              |       |              |       |   |   |   |   |   |   |   |   |   |   |   |   |   | ** ** |
| Jack E. Moore       |       | —            |       | —            |       | — |   | — |   | — |   | — |   | — |   | — |   | — | ** ** |

 

8

----

 

**Nonqualified DeferredCompensation**

 
| ** **          | ** ** | ** **                             | ** ** | ** **                          | ** ** | **Aggregate**        | ** ** | ** **             | ** ** | **Aggregate**        | ** ** |
|---------------------|------------|----------------------------------------|------------|-------------------------------------|------------|----------------------|------------|------------------------|------------|----------------------|------------|
| ** **          | ** ** | ** **                             | ** ** | **Registrant**                      | ** ** | **Earnings**         | ** ** | **Aggregate**          | ** ** | **Balance at**  | ** ** |
| ** **          | ** ** | **Executive Contributions**       | ** ** | **Contributions in Last** | ** ** | **in Last**     | ** ** | **Withdrawals /** | ** ** | **Last Fiscal** | ** ** |
| ** **          | ** ** | **in Last Fiscal Year** | ** ** | **Fiscal Year**                | ** ** | **Fiscal Year** | ** ** | **Distributions**      | ** ** | **Year-End**         | ** ** |
| **Name**            | ** ** | **($)**                                | ** ** | **($)**                             | ** ** | **($)**              | ** ** | **($)**                | ** ** | **($)**              | ** ** |
| Robert J.  DiNicola |       | —                                 |       | —                              |       | —               |       | —                 |       | —               |       |
|                |       |                                   |       |                                |       |                 |       |                   |       |                 |       |
| Francis M. Rowan    |       | —                                 |       | —                              |       | —               |       | —                 |       | —               |       |
|                |       |                                   |       |                                |       |                 |       |                   |       |                 |       |
| F. David Coder  (1) |       | —                                 |       | —                              |       | $                    | 1,308.84   |                   | $          | 198,646.00           |       | — |   |
|                |       |                                   |       |                                |       |                 |       |                   |       |                 |       |
| Robert Homler       |       | —                                 |       | —                              |       | —               |       | —                 |       | —               |       |
|                |       |                                   |       |                                |       |                 |       |                   |       |                 |       |
| Norman Axelrod  (2) |       | —                                 |       | —                              |       | $                    | 21,231.96  |                   | $          | 802,380.00           |       | — |   |
|                |       |                                   |       |                                |       |                 |       |                   |       |                 |       |
| Jack E. Moore       |       | —                                 |       | —                              |       | $                    | 4,476.18   |                   | $          | 140,261.00           |       | — |   |
|                |       |                                   |       |                                |       |                 |       |                   |       |                 |       |

 

----

| (1)    | Mr.  Coder received a distribution from the Deferred Compensation Plan in February  2006, but is no longer a participant in the plan.             |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                              |
| (2)    | Mr.  Axelrod received a distribution from the Deferred Compensation Plan in  February 2006 in connection with termination of employment with LNT. |
|   |                                                                                                                                              |
| (3)    | Mr.  Moore received a distribution from the Deferred Compensation Plan in February  2006 in connection with termination of employment with LNT.   |

 

The Linens ’n Things, Inc. Deferred CompensationPlan (as amended and restated in December 2005 and amended in December 2006),is a nonqualified deferred compensation plan to which any employee of LNT orany subsidiary, who elect to participate, may make deferrals of base salary orbonus. Prior to the beginning of a given calendar year, on a date specified bythe deferred compensation committee of LNT, a participant may elect to defer upto 75% of base salary and up to 100% of annual incentive award bonus to bereceived in the given calendar year. Although the plan is unfunded as requiredby the Internal Revenue Code, amounts credited to participants’ deferredcompensation accounts under the plan are deemed to be invested, at thedirection of the participants, in hypothetical investment vehicles as specifiedfrom time to time with respect to the plan.

 

None of thecurrent executive officers are participants in the Deferred Compensation Plan.

 

9

----

**Director Compensation**

** **

                The followingtable sets forth information with respect to compensation for each of theCompany’s directors for the fiscal year ended December 30, 2006.

 
| ** **                 | ** ** | ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | ** **              | ** ** | **Change**          | ** ** | ** **         | ** ** | ** ** | ** ** |
|----------------------------|------------|------------------------------|------------|-----------------------|------------|-------------|------------|-------------------------|------------|---------------------|------------|--------------------|------------|------------|------------|
| ** **                 | ** ** | ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | ** **              | ** ** | **in Pension** | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                 | ** ** | ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | ** **              | ** ** | **Value and**  | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                 | ** ** | ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | ** **              | ** ** | **Nonqualified**    | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                 | ** ** | ** **                   | ** ** | ** **            | ** ** | ** **  | ** ** | **Non-Equity**          | ** ** | **Deferred**        | ** ** | ** **         | ** ** | ** ** | ** ** |
| ** **                 | ** ** | **Fees Earned or** | ** ** | ** **            | ** ** | **Option**  | ** ** | **Incentive Plan** | ** ** | **Compensation**    | ** ** | **All Other** | ** ** | ** ** | ** ** |
| ** **                 | ** ** | **Paid in Cash**   | ** ** | **Stock Awards** | ** ** | **Awards**  | ** ** | **Compensation**        | ** ** | **Earnings**        | ** ** | **Compensation**   | ** ** | **Total**  | ** ** |
| **Name (1)**          | ** ** | **($)**                      | ** ** | **($)**               | ** ** | **($) (2)** | ** ** | **($)**                 | ** ** | **($)**             | ** ** | **($)**            | ** ** | **($)**    | ** ** |
| Richard Baker  (3)         |       | $                            | 32,000     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 115,900 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Dr. Joyce F.  Brown (4)    |       | $                            | 23,667     |                  | —     |        | $          | 84,150                  |       | —              |       | —             |       | —     |       | $ | 107,817 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Peter P. Copses            |       | $                            | 32,500     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 116,400 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Robert J.  DiNicola (5)    |       | $                            | 32,000     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 115,900 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Michael A. Gatto           |       | $                            | 32,500     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 116,400 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Damian J.  Giangiacomo (6) |       | $                            | 32,500     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 116,400 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| George Golleher  (6)       |       | $                            | 32,000     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 115,900 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Andrew Jhawar              |       | $                            | 32,000     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 115,900 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Lee Neibart                |       | $                            | 32,000     |                  | —     |        | $          | 83,900                  |       | —              |       | —             |       | —     |       | $ | 115,900 |   |
|                       |       |                         |       |                  |       |        |       |                    |       |                |       |               |       |       |       |
| Brian H. Pall  (7)         |       | $                            | 7,692      |                  | —     |        | $          | 85,000                  |       | —              |       | —             |       | —     |       | $ | 92,692 |   |

 

----

| (1)    |   | Except as otherwise noted,  each of the listed directors was elected as a director of the Company on  February 14, 2006. Each current and former dirctor listed above received a grant  of 5,000 stock options granted outside of the Linens Holding Co. Stock Option  Plan, which were fully vested and exercisable as of the grant date, at an  exercise price of $50.00 per share. The grant date was June 13, 2006 or, if  later, the date of the director’s appointment to the board of directors of  the Company. None of the director options were exercised in the fiscal year  ended December 30, 2006 and were held by the respective current or former  directors as of December 30, 2006. |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (2)    |   | The grant date fair value  of each option award is the same as the dollar amount recognized for  financial statement reporting purposes with respect to 2006 in accordance with  SFAS 123R and reflected in the table above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (3)    |   | Resigned as a director of  the Company effective October 20, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (4)    |   | Appointed as a director of  the Company effective June 15, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (5)    |   | The amounts reflected in  the table above for Mr. DiNicola are also included in the Summary  Compensation Table. See “—Summary Compensatio Table” above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (6)    |   | Elected as a director of  the Company effective March 20, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| (7)    |   | Appointed as a director of  the Company effective October 20, 2006.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

**Post Termination Paymentsand Benefits**

** **

Pursuant to theirrespective employment agreements with LNT, each of the current executiveofficers is entitled to specified severance compensation in the event of a termination of employment by LNTwithout cause or by the executive officer for good reason.  In either case, the executive officeris entitled to continued payments of basesalary and benefits for the remainder of the term, but no less than two yearsif the termination occurs during the six-month period following a change incontrol (as defined in the employment agreement).  In addition, the executive officer will beentitled to payment of a prorated share of the annual performance bonus basedon the period of actual employment during the year.  With respect to Mr. DiNicola, theprorated bonus payment will be made provided that bonus targets are met for theyear of such termination.  With respectto the other current executive officers, the prorated bonus payments are subjectto the discretion of LNT’s board of directors or compensation committee.  Upon sucha termination, all unvested stock options will terminate and the executive willbe entitled to exercise vested options for a specified period following thetermination.  For Mr. DiNicola, theperiod is 180 days; for the other executive officers, it is 90 days.  In addition to any other severance, Mr.Homler is entitled to the continuation of the fringe benefits available to himimmediately prior to the termination for as long as he continues to receive paymentsof base salary post-termination.

 

Pursuant to hisemployment agreement, upon the occurrence of a change of control, all of Mr.DiNicola’s outstanding options will become fully exercisable, provided that anyperformance option shall not vest solely because a change of control.  In addition, the option grant letters foreach of the current executive officers provided that their time options willbecome fully exercisable immediately prior to a change of control, but thatvesting will not be accelerated for any performance option unless the change ofcontrols occurs after a measurement date (as defined in the grant letter).

 

10

----

 

The employmentagreements further provide that if any payment to the executive would besubject to or result in the imposition of the excise tax imposed by Section4999 of the Internal Revenue Code of 1986, then the amount of such paymentsshall be reduced to the highest amount that may be paid by LNT withoutsubjecting such payment to the excise tax. The executive will have the right to designate those payments orbenefits that will be reduced or eliminated. Notwithstanding the foregoing, in the employment agreements for Mr.DiNicola and Mr. Homler, the reduction will not apply if the executive would,on a net after-tax basis, receive less compensation than if the payment werenot so reduced. All determinations with regard to such excise tax and anyreduction in connection with payments to the executive shall be made by anationally recognized accounting firm that acts as LNT’s outside auditors atthe time of such determination.

 

Upon terminationof employment because of death or disability, the executive (or his estate)will be entitled to the executive’s current base salary (less any payments madeunder Company-sponsored disability benefit plans) for the remainder of theemployment period, plus payment of a prorated share of the annual performancebonus based on the period of actual employment during the year.  Withrespect to Mr. DiNicola, the prorated bonus payment will be made provided thatbonus targets are met for the year of such termination.  With respect to the other current executiveofficers, the prorated bonus payments are subject to the discretion of LNT’sboard of directors or compensation committee. Stock options that are not exercisable as of the date of terminationbecause of death or disability will expire, and options which are exercisableas of such date will remain exercisable for a 180-day period.  In the event of Mr. DiNicola’s terminationbecause of death or disability, all of his outstanding options will becomefully exercisable.

 

Upon a termination of employment, if any of the executive officers otherthan Mr. DiNicola own shares of common stock of the Company, the shares aresubject to repurchase by LNT or its designee for a period of 180 days (270 daysupon termination because of death or disability) following the terminationbased on fair value as determined by the LNT board of directors.

 

The following tablessummarize the value of the compensation that the current executive officerswould receive if they had terminated employment on December 30, 2006 underthe circumstances shown. The tables exclude (1) amounts accrued throughDecember 30, 2006 that would be paid in the normal course of continuedemployment, such as accrued but unpaid salary, and (2) vested accountbalances under the LNT 401(k) Plan that is generally available to all of LNT’ssalaried employees.  No annualperformance bonuses were paid with respect to the year ended December 30, 2006.

 
| ** **                   | ** ** | ** **                                | ** ** | **Before Change in  Control**               | ** ** | **After Change in  Control**                | ** ** | ** **                 | ** ** | ** ** | ** ** | ** **     | ** ** | ** **                  | ** ** |
|------------------------------|------------|-------------------------------------------|------------|-------------------------------------------------------|------------|-------------------------------------------------------|------------|----------------------------|------------|------------|------------|----------------|------------|-----------------------------|------------|
| ** **                   | ** ** | ** **                                | ** ** | **Termination**                                       | ** ** | **Termination**                                       | ** ** | ** **                 | ** ** | ** ** | ** ** | ** **     | ** ** | ** **                  | ** ** |
| **Name**                     | ** ** | **Benefit**                               | ** ** | **w/o Cause or for  Good Reason** | ** ** | **w/o Cause or  for Good Reason** | ** ** | **Voluntary  Termination** | ** ** | **Death**  | ** ** | **Disability** | ** ** | **Change in  Control** | ** ** |
| Robert J. DiNicola |       | Continued base salary           |       | $                                                     | 2,700,000  |                                                  | $          |  2,700,000            |       | $          | —     |           | $          |  2,700,000             |       | $ |  2,700,000 |   | $ |  — |   |
|                         |       | Continued fringe benefits       |       | $                                                     | —     |                                                  | $          | —                     |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | — |   |
|                         |       | Acceleraton of  vesting of  stock options |       | $                                                     | —     |                                                  | $          | 201,304                    |       | $          | —     |           | $          | 201,304                     |       | $ | 201,304 |   | $ | 201,304 |   |
|                         |       |                                      |       |                                                  |       |                                                  |       |                       |       |       |       |           |       |                        |       |   |   |   |   |   |   |
| Francis M. Rowan             |       | Continued base salary                     |       | $                                                     | 250,000    |                                                  | $          | 500,000                    |       | $          | —     |           | $          | 250,000                     |       | $ | 250,000 |   | $ | — |   |
|                         |       | Continued fringe benefits                 |       | $                                                     | —     |                                                  | $          | —                     |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | — |   |
|                         |       | Acceleraton of  vesting of  stock options |       | $                                                     | —     |                                                  | $          | 7,435                      |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | 7,435 |   |
|                         |       |                                      |       |                                                  |       |                                                  |       |                       |       |       |       |           |       |                        |       |   |   |   |   |   |   |
| F. David Coder               |       | Continued base salary                     |       | $                                                     | 400,000    |                                                  | $          | 800,000                    |       | $          | —     |           | $          | 400,000                     |       | $ | 400,000 |   | $ | — |   |
|                         |       | Continued fringe benefits                 |       | $                                                     | —     |                                                  | $          | —                     |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | — |   |
|                         |       | Acceleraton of vesting of  stock options  |       | $                                                     | —     |                                                  | $          | 12,416                     |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | 12,416 |   |
|                         |       |                                      |       |                                                  |       |                                                  |       |                       |       |       |       |           |       |                        |       |   |   |   |   |   |   |
| Robert Homler                |       | Continued base salary                     |       | $                                                     | 400,000    |                                                  | $          | 800,000                    |       | $          | —     |           | $          | 400,000                     |       | $ | 400,000 |   | — |   |
|                         |       | Continued fringe benefits                 |       | $                                                     | 9,796      |                                                  | $          | 9,796                      |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | — |   |
|                         |       | Acceleraton of  vesting of  stock options |       | $                                                     | —     |                                                  | $          | 12,416                     |       | $          | —     |           | $          | —                      |       | $ | — |   | $ | 12,416 |   |

 

**Compensation Committee Report**

** **

The compensationcommittee of the board of directors of the Company oversees the compensationprogram of the Company on behalf of the board of directors.  In fulfilling its oversight responsibilities,the compensation committee reviewed and discussed with management of theCompany the “Compensation Discussion and Analysis” included in this report.

 

11

----

 

In reliance onthis review and discussion, the compensation committee recommended to the boardof directors that the “Compensation Discussion and Analysis” be included inthis report to be filed with the SEC.

 

Members of the Compensation Committee:

Andrew S. Jhawar, Chairman

George Golleher

Brian H. Pall

 

*This Compensation Committee Report shall not bedeemed to be incorporated by reference by any general statement incorporatingby reference this annual report into any filing under the Securities Act of1933, as amended, or the Securities Exchange Act of 1934, as amended, and shallnot otherwise be deemed filed under such acts.*

 

12

----

** **

**Item 15.  Exhibits, Financial Statement Schedules**

** **

(a)  The following documents are filed as part ofthis report.

 

**1.****           ****Financial Statements**

** **

The following Consolidated Financial Statementsfor the 52 weeks ended December 30, 2006 are included in this report asfollows:

 
| ** **                                                                                                                                                                                                                                                                                                                                                    | ** ** | **Pages** |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------|
|                                                                                                                                                                                                                                                                                                                                                          |       |      |
| Report of Independent Registered Public Accounting Firm on the  Consolidated Financial Statements                                                                                                                                                                                                                                                             |       | 53        |
|                                                                                                                                                                                                                                                                                                                                                          |       |      |
| Consolidated Statements of Operations for the period February 14,  2006 to December 30, 2006 (Successor Entity), the period January 1, 2006 to  February 13, 2006 (Predecessor Entity), the fiscal year ended December 31,  2005 (Predecessor Entity) and the fiscal year ended January 1, 2005  (Predecessor Entity)                                         |       | 54        |
|                                                                                                                                                                                                                                                                                                                                                          |       |      |
| Consolidated Balance Sheets as of December 30, 2006 (Successor  Entity) and December 31, 2005 (Predecessor Entity)                                                                                                                                                                                                                                            |       | 55        |
|                                                                                                                                                                                                                                                                                                                                                          |       |      |
| Consolidated Statements of Shareholders’ Equity and Comprehensive  Income for the period February 14, 2006 to December 30, 2006 (Successor  Entity), the period January 1, 2006 to February 13, 2006 (Predecessor Entity),  the fiscal year ended December 31, 2005 (Predecessor Entity) and the fiscal  year ended January 1, 2005 (Predecessor Entity) |       | 56        |
|                                                                                                                                                                                                                                                                                                                                                          |       |      |
| Consolidated Statements of Cash Flows for the period February 14,  2006 to December 30, 2006 (Successor Entity), the period January 1, 2006 to  February 13, 2006 (Predecessor Entity), the fiscal year ended December 31,  2005 (Predecessor Entity) and the fiscal year ended January 1, 2005  (Predecessor Entity)                                         |       | 57  - 58  |
|                                                                                                                                                                                                                                                                                                                                                          |       |      |
| Notes to Consolidated Financial Statements                                                                                                                                                                                                                                                                                                                    |       | 59  - 105 |

 

**2.****           ****Schedules**

** **

None

 

**3.****           ****Exhibits**

** **

The exhibits on the accompanying exhibit indexare filed as part of, and incorporated by reference into, this report.

 

13

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**Exhibits**

 
| **Exhibit  Number** | ** ** | **Description of Exhibits**                                                                                                                                                                                                                         |
|---------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                |       |                                                                                                                                                                                                                                                          |
| 3.1**               |       | Certificate of Merger  merging Linens Merger Sub Co. with and into Linens ’n Things, Inc.                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                          |
| 3.2**               |       | Amended and Restated  Certificate of Incorporation of Linens ’n Things, Inc.                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                          |
| 3.3**               |       | Amended and Restated  By-laws of Linens ’n Things, Inc.                                                                                                                                                                                                  |
|                |       |                                                                                                                                                                                                                                                          |
| 3.4**               |       | Articles of Incorporation  of Linens ’n Things Center, Inc.                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                          |
| 3.5**               |       | By-laws of Linens ’n Things  Center, Inc.                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                          |
| 3.6**               |       | Amended and Restated  Certificate of Incorporation of Linens Holding Co.                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                          |
| 3.7**               |       | Amended and Restated  By-laws of Linens Holding Co.                                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                          |
| 3.8**               |       | Articles of Incorporation  of Bloomington, MN., L.T., Inc.                                                                                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                          |
| 3.9**               |       | By-laws of Bloomington,  MN., L.T., Inc.                                                                                                                                                                                                                      |
|                |       |                                                                                                                                                                                                                                                          |
| 3.10**              |       | Certificate of Formation of  Vendor Finance, LLC                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                          |
| 3.11**              |       | Amended and Restated  Operating Agreement of Vendor Finance, LLC                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                          |
| 3.12**              |       | Certificate of  Incorporation of E W Kalkin, Inc. (n/k/a) LNT, Inc.                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                          |
| 3.13**              |       | Certificate of Amendment to  the Certificate of Incorporation of E W Kalkin, Inc. (changing name to Linens  ’n Things, Inc.)                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                          |
| 3.14**              |       | Certificate of Amendment to  the Certificate of Incorporation of Linens ’n Things, Inc. (changing name to  LNT, Inc.)                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                          |
| 3.15**              |       | By-laws of LNT, Inc.                                                                                                                                                                                                                                          |
|                |       |                                                                                                                                                                                                                                                          |
| 3.16**              |       | Certificate of  Incorporation of LNT Services, Inc.                                                                                                                                                                                                           |
|                |       |                                                                                                                                                                                                                                                          |
| 3.17**              |       | By-laws of LNT Services,  Inc.                                                                                                                                                                                                                                |
|                |       |                                                                                                                                                                                                                                                          |
| 3.18**              |       | Certificate of Formation of  LNT Leasing II, LLC                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                          |
| 3.19**              |       | Amended and Restated  Operating Agreement of LNT Leasing II, LLC                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                          |
| 3.20**              |       | Certificate of  Incorporation of LNT West, Inc.                                                                                                                                                                                                               |
|                |       |                                                                                                                                                                                                                                                          |
| 3.21**              |       | By-laws of LNT West, Inc.                                                                                                                                                                                                                                     |
|                |       |                                                                                                                                                                                                                                                          |
| 3.22**              |       | Certificate of Organization  of LNT Virginia LLC                                                                                                                                                                                                              |
|                |       |                                                                                                                                                                                                                                                          |
| 3.23**              |       | Amended and Restated  Operating Agreement of LNT Virginia LLC                                                                                                                                                                                                 |
|                |       |                                                                                                                                                                                                                                                          |
| 3.24**              |       | Certificate of Formation of  LNT Merchandising Company LLC                                                                                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                          |
| 3.25**              |       | Amended and Restated  Operating Agreement of LNT Merchandising Company LLC                                                                                                                                                                                    |
|                |       |                                                                                                                                                                                                                                                          |
| 3.26**              |       | Certificate of Formation of  LNT Leasing III, LLC                                                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                          |
| 3.27**              |       | Amended and Restated  Operating Agreement of LNT Leasing III, LLC                                                                                                                                                                                             |
|                |       |                                                                                                                                                                                                                                                          |
| 3.28**              |       | Certificate of Formation of  Citadel LNT, LLC                                                                                                                                                                                                                 |
|                |       |                                                                                                                                                                                                                                                          |
| 3.29**              |       | Amended and Restated  Operating Agreement of Citadel LNT, LLC                                                                                                                                                                                                 |
|                |       |                                                                                                                                                                                                                                                          |
| 4.1*                |       | Indenture, dated as of  February 14, 2006, among Linens ’n Things, Inc., Linens ’n Things Center,  Inc., the Guarantors (as defined therein) and The Bank of New York, as  Trustee, with respect to the Senior Secured Floating Rate Notes due 2014 |
|                |       |                                                                                                                                                                                                                                                          |
| 4.2*                |       | Form of Senior Secured  Floating Rate Notes due 2014 (included as “Exhibit A” to Exhibit 4.1)                                                                                                                                                  |

 

14

----

 
| 4.3*     |   | Registration Rights  Agreement, dated February 14, 2006, by and among Linens ’n Things, Inc.,  Linens ’n Things Center, Inc., the Guarantors listed on Schedule I  thereto and Bear, Stearns & Co. Inc. and UBS Securities LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.1*    |   | Credit Agreement, (the  “Credit Agreement”) dated as of February 14, 2006, among Linens ’n Things,  Inc., Linens ’n Things Center, Inc., the Subsidiary Guarantors (as defined  therein), the parties named therein from time to time as lenders, whether by  execution of the Credit Agreement or an Assignment and Acceptance, UBS  Securities LLC, as Arranger and Bookmanager, UBS AG, Stamford Branch, as  Issuing Bank, US Administrative Agent and US Co-Collateral Agent, UBS AG,  Canada Branch, as Canadian Co-Collateral Agent, Wachovia Bank, National  Association, as US Co-Collateral Agent, Co-Documentation Agent and an Issuing  Bank, Wachovia Capital Finance Corporation (Canada), as Canadian  Administrative Agent, Canadian Co-Collateral Agent and Canadian Swingline  Lender, UBS Loan Finance LLC, as US Swingline Lender, UBS Securities LLC and  Bear, Stearns & Co. Inc., as Joint Book Runners, Bear, Stearns &  Co. Inc., as Co-Syndication Agent, Wells Fargo, as Co-Documentation  Agent and The CIT Group/Business Credit, Inc., as Co-Syndication Agent |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.2**   |   | Stockholders’Agreement,  dated as of February 14, 2006, between Linens Holding Co. and its  stockholders                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.3**   |   | Security Agreement, dated  as of February 14, 2006, by Linens ’n Things, Inc., Linens ’n Things Center,  Inc., the Guarantors party thereto and The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.4**   |   | Security Agreement, dated  as of February 14, 2006, by Linens ’n Things, Inc., Linens ’n Things Center,  Inc., the Guarantors party thereto, UBS AG, Stamford Branch and Wachovia  Bank, National Association                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.5**   |   | 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 LLC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.6**   |   | Intercreditor Agreement,  dated as of February 14, 2006, by and among Linens ’n Things, Inc., Linens  Holding Co., Linens ’n Things Center, Inc., Linens ’n Things Canada Corp., the Subsidiary  Guarantors (as defined therein), UBS AG, Stamford Branch, Wachovia Bank,  National Association, UBS AG Canada Branch, Wachovia Capital Finance  Corporation and The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.7*    |   | Employment Agreement with  Robert J. DiNicola                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.8*    |   | Option Grant Letter with  Robert J. DiNicola                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.9***  |   | Employment Agreement with  Francis M. Rowan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.10*   |   | Employment Agreement with  F. David Coder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.11*   |   | Amended and Restated  Employment Agreement with F. David Coder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.12*   |   | Option Grant Letter with F.  David Coder                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.13*   |   | Employment Agreement with  Robert Homler                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.14*   |   | Amended and Restated  Employment Agreement with Robert Homler                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.15**  |   | Separation Agreement and  General Release, by and between Jack E. Moore and Linens ’n Things, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.16*   |   | Linens Holding Co. Stock  Option Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.17*   |   | Standard Form of Option  Grant Letter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.18*   |   | Director Compensation  Policy                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.19*   |   | Standard Form of Director  Option Grant Letter                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.20**  |   | Trademark Security  Agreement, dated as of February 14, 2006, by Bloomington, MN.,  L.T., Inc. in favor of The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.21**  |   | Trademark Security  Agreement, dated as of February 14, 2006, by LNT Merchandising Company LLC in  favor of The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.22**  |   | Trademark Security  Agreement, dated as of February 14, 2006, by LNT Services, Inc. in favor of  The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.23**  |   | Copyright Security  Agreement, dated as of February 14, 2006, by Linens ’n Things, Inc. in favor  of The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 10.24**  |   | Copyright Security  Agreement, dated as of February 14, 2006, by Linens ’n Things  Center, Inc. in favor of The Bank of New York                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 14.1**   |   | Code of Ethics for the  Chief Executive Officer and Senior Financial Officers of Linens ’n Things,  Inc. and Linens Holding Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.1*    |   | Subsidiaries of Linens  Holding Co.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1**** |   | Certification of the Chief  Executive Officer of Linens Holding Co., Linens ’n Things, Inc., and Linens ’n  Things Center, Inc. pursuant to Rule 15d-14(a) of the Securities Exchange Act  of 1934, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.2**** |   | Certification of the Chief  Financial Officer of Linens Holding Co., Linens ’n Things, Inc., and Linens ’n  Things Center, Inc. pursuant to Rule 15d-14(a) of the Securities Exchange Act  of 1934, as amended                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 32.1**** |   | Certification of the Chief  Executive Officer and Chief Financial Officer of Linens Holding Co., Linens ’n  Things, Inc., and Linens ’n Things Center, Inc. pursuant to 18 U.S.C. Section  1350                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

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| ***    |   | Filed previously as an  exhibit to the Registration Statement on Form S-4 (File  No. 333-135646) filed by the Registrants on July 7, 2006.     |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                          |
| **     |   | Filed previously as an  exhibit to the Registration Statement on Form S-4/A (File No. 333-135646)  filed by the Registrants on August 11, 2006.               |
|   |   |                                                                                                                                                          |
| ***    |   | Filed previously as an  exhibit to the Annual Report on Form 10-K for the fiscal year ended on  December 30, 2006 filed by the Registrants on March 27, 2007. |
|   |   |                                                                                                                                                          |
| ****   |   | Included herein.                                                                                                                                              |

 

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**SIGNATURES**

** **

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the Registrants’ have duly caused this Reportto be signed on their behalf by the undersigned, thereunto duly authorized.

 
| ** **               | **LINENS HOLDING CO.**                    |
|--------------------------|-------------------------------------------|
| ** **               | **LINENS ’N THINGS****, INC.**       |
| ** **               | **LINENS ’N THINGS****CENTER, INC.** |
| ** **               | ** **                                | ** ** |
| ** **               | ** **                                | ** ** |
| Date: September 28, 2007 | By:                                       | /s/ Francis M.  Rowan |
|                     |                                      | Francis M. Rowan |
|                     |                                      | Senior Vice President and Chief  Financial Officer |
|                          |                                           |  |  |

 

16

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