Exhibit 10.1


 


AMENDMENT NO. 1 AND WAIVER TO
CREDIT AGREEMENT


 


This AMENDMENT
NO. 1 AND WAIVER TO CREDIT AGREEMENT dated as of July 25, 2008
(this “Amendment”), by and among LINENS ‘N
THINGS, INC., a Delaware corporation (“LNT”) and LINENS ‘N THINGS
CENTER, INC., a California corporation (“LNT Center” and together with
LNT the “US Borrowers” and each individually a “US Borrower”),
LINENS ‘N THINGS CANADA CORP., a Nova Scotia unlimited company (“Canadian
Borrower” and together with US Borrowers, the “Borrowers”); LINENS
HOLDING CO., a Delaware corporation  (“Holdings”); the Subsidiary
Guarantors; the Lenders; GE CAPITAL MARKETS, INC. (“GECM”), as lead
arranger (in such capacity, “Arranger”);
GENERAL ELECTRIC CAPITAL CORPORATION (“GE Capital”), as US swingline lender
(in such capacity, “US Swingline
Lender”); GENERAL ELECTRIC CAPITAL CORPORATION, as US administrative
agent (in such capacity, “US Administrative
Agent”) for the Lenders and the Issuing Banks and as US collateral
agent (in such capacity, the “US Collateral Agent”) for the Secured
Parties; GE CANADA FINANCE HOLDING COMPANY (“GE CANADA”), as Canadian
collateral agent (in such capacity, the “Canadian Collateral Agent”; the
US Collateral Agents and the Canadian Collateral Agents are collectively
referred to herein as the “Collateral Agents”) for the Secured Parties;
GE CANADA, as Canadian administrative agent (in such capacity, the “Canadian
Administrative Agent” together with the US Administrative Agents, the “Administrative
Agents”) for the Lenders and the Issuing Banks, and GE CANADA, as Canadian
swingline lender (in such capacity, “Canadian Swingline Lender” and
together with US Swingline Lender, the “Swingline Lenders”), amends
certain provisions of the Senior Secured, Super-Priority Debtor-in-Possession
and Exit Option Credit Agreement, dated as of May 5, 2008, among the US
Borrowers, each as a debtor and a debtor-in-possession, the Canadian Borrower,
the Lenders party thereto, the Guarantors party thereto, the Arranger and the
Agents (as amended, restated, replaced, supplemented or otherwise modified from
time to time, the “Credit Agreement”). 
Capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement.


 


WHEREAS, the Loan Parties have
requested that the Administrative Agents and the undersigned Lenders waive
certain of the terms and provisions of the Credit Agreement, as specifically
set forth in this Amendment and agree to amend certain of the terms and
provisions of the Credit Agreement, as specifically set forth in this
Amendment;


 


NOW THEREFORE, in consideration of the mutual agreements
contained in the Credit Agreement and herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:


 


§1.          Limited Waiver and Consent Under
Credit Agreement.


 


(a)           The Loan Parties have
failed to comply with the budget compliance covenants set forth in Section 6.21(b) of
the Credit Agreement for each of the Cumulative Four Week Period ended July 5,
2008 and the Cumulative Four Week Period ended July 12, 2008.  The Loan Parties acknowledge that such
failures constitute Events of Default pursuant to Section 8.01(d) of
the Credit Agreement (the “Specified Defaults”), and request a waiver
from the Administrative Agents and the Lenders in respect thereof.  Subject to the satisfaction of the conditions
precedent and covenants specified in §5 and §6 of this Amendment, respectively,
the Administrative Agents and the Lenders party hereto hereby waive the
Specified


 

















 


Defaults; provided,
that the foregoing waivers shall be rescinded and no longer effective if the
Loan Parties fail to comply in full with the provisions hereof.


 


(b)           The Administrative Agents
and the Lenders hereby consent to the updated Budget delivered to the
Administrative Agents by the Loan Parties as of July 14, 2008 (the “Revised
Budget”), which Revised Budget shall be deemed effective as of such date of
delivery.


 


§2.          Amendments to
the Credit Agreement.


 


(a)           Section 1.01 of the
Credit Agreement is hereby modified by deleting the definition of “Cumulative
Four Week Period” in its entirety and replacing it with the following:


 


““Cumulative Four Week Period” shall mean the four-week period
up to and through the Saturday of the most recent week then ended, or if a
four-week period has not then elapsed from the Petition Date, such shorter
period since the Petition Date through the Saturday of the most recent week
then ended, or if a four-week period has not then elapsed from the First
Amendment Effective Date, such shorter period since the First Amendment
Effective Date through the Saturday of the most recent week then ended.”


 


(b)           Section 1.01 of the
Credit Agreement is hereby modified by adding the following definitions:


 


““Consensual Plan of Reorganization” shall mean a Plan of
Reorganization which has also been approved by the Ad Hoc Noteholders Committee
and the Committee.”


 


““Lease Extension Letter” shall mean an agreement, in form and
substance reasonably satisfactory to the Agents, to extend the time for
assumption or rejection to no earlier than March 31, 2009.”


 


““Non-Extended Lease” shall mean any Lease other than Leases
which have either been (i) assumed or (ii) as to which the Loan
Parties shall have received a fully-executed and effective Lease Extension
Letter.”


 


““Non-Extended Lease Location” shall mean any warehouse
location or retail location not subject to a Lease Extension Letter.”


 


(c)           Section 6.21 of the
Credit Agreement is hereby deleted in its entirety and replaced with the
following:


 


“SECTION 6.21.  Budget Compliance Covenants.  Allow (a) the payment of any expenses or
other disbursements other than those set forth in the Budget; provided
that the Actual Disbursement Amount (i) for any Cumulative Four Week
Period ending prior to August 1, 2008, may exceed the Budgeted
Disbursement Amount for such Cumulative Four Week Period by no more than ten
percent (10%), and (ii) for any Cumulative Four Week Period ending on or
after August 1, 2008, may exceed the Budgeted Disbursement Amount for such



 


2

















 


Cumulative Four Week
Period by no more than five percent (5%); (b) Actual Sales Receipts (i) for
any Cumulative Four Week Period ending prior to August 1, 2008, to be less
than ninety percent (90%) of the Budgeted Sales Receipts for such Cumulative
Four Week Period as set forth in the Budget and (ii) for any Cumulative
Four Week Period ending on or after August 1, 2008, to be less than
ninety-five percent (95%) of the Budgeted Sales Receipts for such Cumulative
Four Week Period as set forth in the Budget; or (c) the Actual Inventory
Amount (i) at any time prior to August 1, 2008, to be less than
ninety percent (90%) of the Budgeted Inventory Amount at such time as set forth
in the Budget and (ii) at any time on or after August 1, 2008, to be
less than ninety-five percent (95%) of the Budgeted Inventory Amount at such
time as set forth in the Budget.”


 


(d)           Sections 8.01(p)(i) through
8.01(p)(xix) of the Credit Agreement are hereby deleted in their entirety and
replaced with the following:


 


“(i)          the bringing by a Debtor of a motion, or the
execution by a Debtor of a written agreement, or the filing by a Debtor of any
plan of reorganization or disclosure statement attendant thereto by a Debtor in
any Chapter 11 Case: (w) to obtain additional financing under Section 364(c) or
(d) of the Bankruptcy Code not otherwise permitted pursuant to this
Agreement; (x) to grant any Lien other than a Permitted Lien upon or affecting
any Collateral; (y) except as provided in the Interim or Final Order, as
the case may be, to use cash collateral of the Secured Parties under Section 363(c) of
the Bankruptcy Code without the prior written consent of the Administrative
Agents and the Required Lenders; or (z) any other action or actions
materially adverse to the Administrative Agents and the Lenders or their rights
and remedies hereunder or their interest in the Collateral;


 


(ii)           the failure of the Debtors to
deliver to the Agents, the Ad Hoc Noteholders Committee and the Committee a term sheet for a proposed Consensual Plan of
Reorganization on or prior to August 1, 2008;


 


(iii)          with respect to (x) all
of the Debtors’ warehouse locations (other than the Permitted Store Closings
identified on Schedule 5.17 hereto) and (y) not less than eighty
percent (80%) of the Debtors’ retail locations (other than the Permitted Store
Closings identified on Schedule 5.17 hereto), the failure of the
Debtors, on or prior to August 1, 2008, to either (A) assume the
relevant Leases or (B) obtain Lease Extension Letters in form and
substance reasonably satisfactory to the Agents;


 


(iv)          with respect to all
Non-Extended Leases, any of the following:


 


(A)          the failure of the Debtors to
distribute to prospective liquidators “bid books” covering the Non-Extended
Lease Locations, in form and substance reasonably satisfactory to the Agents,
on or prior to August 8, 2008;


 


(B)           the failure of the Debtors to
complete the auction for inventory at the Non-Extended Lease Locations, on term
and conditions reasonably satisfactory to the Agents, on or prior to August 27,
2008;


 


3

















 


(C)           the failure of the Debtors to
obtain an order from the U.S. Bankruptcy Court, in form and substance
reasonably satisfactory to the Agents, approving the sale of the inventory at
the Non-Extended Lease Locations, on or prior to August 28, 2008;


 


(D)          the failure of the Debtors to
execute agency documents and all other relevant documents, such documents in
form and substance reasonably satisfactory to the Agents, in connection with
the sale of the inventory at the Non-Extended Lease Locations, on or prior to August 28,
2008;


 


(E)           the failure of the Debtors to
consummate the sale of the inventory at the Non-Extended Lease Locations, on
terms and conditions reasonably satisfactory to the Agents, on or prior to August 29,
2008;


 


(v)           the failure of the Debtors to
deliver to the Agents a term sheet reflecting a proposed Consensual Plan of Reorganization
reasonably acceptable to the Agents (and for which the Agents are reasonably
satisfied as to the likelihood that such Consensual Plan of Reorganization will
be approved and confirmed by the U.S. Bankruptcy Court), on or prior to August 15,
2008;


 


(vi)          the failure of the Debtors to file the Consensual
Plan of Reorganization and a disclosure statement relating thereto (each in
form and substance satisfactory to the Required Lenders in their sole
discretion) with the U.S. Bankruptcy Court, on or prior to August 29, 2008;


 


(vii)         (x) the filing of any
plan of reorganization or disclosure statement attendant thereto, or any direct
or indirect amendment to such plan or disclosure statement, by a Debtor to
which the Required Lenders do not consent or otherwise agree to the treatment
of their claims thereunder or (y) the entry of any order terminating any
Loan Party’s exclusive rights to file a plan of reorganization;


 


(viii)        the entry of an order in
any of the Chapter 11 Cases confirming a plan or plans of reorganization that (x) is
not acceptable to the Required Lenders in their sole discretion or (y) does
not contain a provision for termination of the Commitments and repayment in
full in cash of all of the Obligations under this Agreement on or before the
effective date of such plan or plans (unless otherwise consented to by the
Required Lenders);


 


(ix)           the failure of the Debtors
to obtain approval of a disclosure statement (in form and substance
satisfactory to the Required Lenders in their sole discretion) relating to the
Consensual Plan of Reorganization from the U.S. Bankruptcy Court, on or prior
to October 12, 2008;


 


(x)            the failure of the Debtors
to complete the solicitation of the Consensual Plan of Reorganization and a
disclosure statement (in form and substance satisfactory to the Required
Lenders in their sole discretion) relating thereto, on or prior to November 17,
2008;


 


(xi)           the failure of the Debtors
to obtain an order from the U.S. Bankruptcy Court confirming the Consensual
Plan of Reorganization (in form and 


 


4

















 


substance satisfactory to
the Required Lenders in their sole discretion), on or prior to December 1,
2008;


 


(xii)          the entry of an order
amending, supplementing, staying, reversing, vacating or otherwise modifying
the Loan Documents or the Interim Order or the Final Order or any Cash
Management Order without the written consent of the US Agents and all of the
Lenders;


 


(xiii)         the Final Order, with
respect to those matters covered by the Interim Order and permitting the Credit
Extensions hereunder which are not to exceed $700,000,000 in principal amount
and otherwise in form and substance satisfactory to the US Agents, is not
entered immediately following the expiration of the Interim Order or within
thirty (30) days after the entry of the Interim Order by the U.S. Bankruptcy
Court;


 


(xiv)        the payment of, or
application for authority to pay, any Pre-Petition claim without the US Agents’
and Required Lenders’ prior written consent other than (A) payments made in
accordance with the Budget, (B) payments permitted under this Agreement, (C) payments
to be made under customary first day orders (including the Cash Management
Order) acceptable to the US Agents and the Required Lenders, (D) payments
permitted under the Order or (E) payments as may be consented to by the US
Agents and the Required Lenders in writing and approved by the U.S. Bankruptcy
Court;


 


(xv)         subject to entry of the
Final Order, the allowance of any claim or claims under Section 506(c) of
the Bankruptcy Code or otherwise against the Administrative Agents, any Lender
or any of the Collateral or against the Prior Agent, any Prior Lender or any
Collateral (as defined in the Pre-Petition Credit Agreement);


 


(xvi)        the appointment of an interim or permanent trustee
in any Chapter 11 Case or the appointment of a receiver or an examiner in any
Chapter 11 Case with expanded powers to operate or manage the financial
affairs, the business, or reorganization of such Debtor; or the sale without
the Administrative Agents’ and Lenders’ consent, of all or substantially all of
such Debtor’s assets either through a sale under Section 363 of the
Bankruptcy Code, through a confirmed plan of reorganization in the Chapter 11
Cases, or otherwise that does not provide for payment in full in cash of the
Obligations and termination of Lenders’ commitment to make Loans;


 


(xvii)       the dismissal of any
Chapter 11 Case, or the conversion of any Chapter 11 Case from one under
Chapter 11 to one under Chapter 7 of the Bankruptcy Code or any Loan Party
shall file a motion or other pleading seeking the dismissal of any Chapter 11
Case under Section 1112 of the Bankruptcy Code or otherwise;


 


(xviii)      any Debtor shall file a
motion seeking, or the U.S. Bankruptcy Court shall enter an order granting,
relief from or modifying the automatic stay of Section 362 of the
Bankruptcy Code (x) to allow any creditor to execute upon or enforce a
Lien on any Collateral of the Debtors in an aggregate amount value that exceeds



 


5

















 


$100,000, (y) approving
any settlement or other stipulation not approved by the US Administrative Agent
and the Required Lenders with any secured creditor of any Debtor providing for
payments as adequate protection or otherwise to such secured creditor or (z) with
respect to any Lien of or the granting of any Lien on any Collateral to any
state or local environmental or regulatory agency or authority in an aggregate
amount value that exceeds $100,000;


 


(xix)         the commencement of a suit
or action against either Administrative Agents or any Lender and, as to any
suit or action brought by any Person other than a Loan Party or a Subsidiary,
officer or employee of a Loan Party, the continuation thereof without dismissal
for thirty (30) days after service thereof on either Administrative Agents or
such Lender, that asserts or seeks by or on behalf of a Debtor, the
Environmental Protection Agency, any state environmental protection or health
and safety agency, any official committee in any Chapter 11 Case or any other
party in interest in any of the Chapter 11 Cases, a claim or any legal or
equitable remedy that would (a) have the effect of subordinating any or
all of the Obligations or Liens of the Agents or any Lender under the Loan
Documents to any other claim, or (b) have a material adverse effect on the
rights and remedies of the Administrative Agents or any Lender under any Loan
Document or the collectability of all or any portion of the Obligations;


 


(xx)          the entry of an order in
any Chapter 11 Case avoiding or requiring repayment of any portion of the
payments made on account of the Obligations owing under this Agreement or the
other Loan Documents;


 


(xxi)         the failure of any Debtor
to comply with or perform, in any material respect, any of the terms,
conditions, covenants, or other obligations under the Budget, the Interim
Order, the Final Order or the Cash Management Order;


 


(xxii)        the entry of an order in
any of the Chapter 11 Cases granting (A) any other super priority
administrative claim other than the pari passu administrative expense claims of
the Prior Lenders or (B) Lien equal or superior to that granted to the
Agents (or any of them), on behalf of the Secured Parties, other than (x) the
Carve-Out Expenses up to the Carve-Out Amount and (y) the Indenture
Superpriority Claim solely with respect to perfected Indenture Liens in Note
Lien Collateral, in each case as set forth in the Interim Order or the Final
Order, as applicable; or


 


(xxiii)       the entry of an order or
judgment by the U.S. Bankruptcy Court or any other court in any of the Chapter
11 Cases: (y) modifying, limiting, subordinating or avoiding the priority
of the Obligations, the obligations created in the Interim Order or Final
Order, the “Obligations” under the Pre-Petition Credit Agreement, or the
perfection priority or validity of the Liens granted hereunder, the Prepetition
Liens or the Revolver Adequate Protection Liens; or (z) imposing,
surcharging or assessing against the Lenders, Prior Lenders, their respective
claims, the Collateral, or the Prepetition Collateral, any costs or expenses,
whether pursuant to section 506(c) of the Bankruptcy Code or otherwise.”


 


(e)           The Credit Agreement is
hereby amended by adding a schedule entitled “Schedule 5.17 - Specified
Permitted Store Closings”.


 


6

















 


§3.          Affirmation
and Acknowledgment.


 


(a)           The Loan Parties hereby
ratify and confirm all of their Obligations to the Lenders and the Agents,
including, without limitation, the Loans outstanding and any Letters of Credit
issued, and the Loan Parties hereby affirm their absolute and unconditional
promise to pay to the Lenders the Obligations and all other amounts due under
the Credit Agreement as amended hereby. 
The Loan Parties hereby confirm that the Obligations are and remain
secured pursuant to the Security Agreements and pursuant to all other
instruments and documents executed and delivered by the Loan Parties as
security for the Obligations.


 


(b)           Each pledgor under the
Security Agreements hereby acknowledges that it has read and is aware of the
provisions of this Amendment and reaffirms its pledge of all of its equity
interest in the applicable Loan Party to the Agents pursuant to the terms of
(and subject to the limitations set forth in) the Security Agreement as
security for the Obligations under the Credit Agreement as amended hereby and
the other Loan Documents.


 


(c)           Each Guarantor hereby
acknowledges that it has read and is aware of the provisions of this Amendment
and reaffirms its absolute and unconditional guaranty of the Borrowers’ payment
and performance of their respective obligations pursuant to (and subject to the
limitations set forth in) the Credit Agreement as amended hereby and the other
Loan Documents.


 


§4.          Representations
and Warranties.  Each Loan Party
hereby represents and warrants to the Lenders and the Administrative Agents as
of the First Amendment Effective Date (as hereinafter defined) as follows:


 


(a)           Each of the Loan Parties
has adequate corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.


 


(b)           This Amendment has been
duly authorized, executed and delivered by each Loan Party and does not
contravene any law, rule or regulation applicable to any Loan Party or any
of the terms of any Loan Party’s charter documents, by-laws or other governing
document or any indenture, agreement or undertaking to which such Loan Party is
a party.


 


(c)           The obligations of each of
the Loan Parties under this Amendment, the Credit Agreement and the other Loan
Documents constitute its legal, valid and binding obligations enforceable
against it in accordance with their respective terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights
generally and by general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or law).


 


(d)           All of the representations and warranties made by or
on behalf of each of the Loan Parties in the Credit Agreement and in the other
Loan Documents are true and correct on the date hereof as if made on and as of
the date hereof, except 


 


7

















 


to the
extent such representations and warranties expressly relate to an earlier date
or to the Specified Default.


 


(e)           Other than the Specified
Defaults, no Default or Event of Default has occurred and is continuing on the
date hereof.


 


§5.          Conditions.  The provisions of this Amendment shall become
effective as of the date first set forth above (the “First Amendment Effective Date”) upon satisfaction
of the following conditions:


 


(a)           The U.S. Bankruptcy Court
shall have approved the Borrowers’ entering into this Amendment on or prior to July 24,
2008, and such order shall be entered within two (2) Business Days
thereafter, in form and substance reasonably satisfactory to the Agents and the
Lenders, and such order shall be in full force and effect and not stayed or
modified as of the First Amendment Effective Date.


 


(b)           Each
Borrower, each Guarantor and the Required Lenders shall have executed and
delivered counterparts of this Amendment to the Administrative Agents.


 


(c)           Each
of the representations and warranties set forth in §4 hereof shall be true and
correct on and as of the date hereof.


 


(d)           The
Administrative Agents shall have received from the Loan Parties, for the
account of each Lender which executes and delivers to the Administrative Agents
counterparts of this Amendment on or prior to July 22, 2008, a fee equal
to 10 basis points on the aggregate amount of such Lender’s Commitments under
the Credit Agreement, which fee the Agents are authorized to pay by charging to
the Borrower’s Loan account.


 


(e)           The
Administrative Agents shall have received Schedule 5.17 to the Credit Agreement
and such Schedule 5.17 shall be in form and substance reasonably satisfactory
to the Administrative Agents.


 


§6.          Covenants and
Agreements.  Without any prejudice or
impairment whatsoever to any of the rights and remedies of the Administrative
Agents or any Lender contained in the Credit Agreement or any of the other Loan
Documents or in any agreement, document or instrument executed in connection
therewith, each of the Loan Parties covenants and agrees with the
Administrative Agents and the Lenders as follows:


 


(a)           Each
Loan Party will comply and continue to comply with all of the terms, covenants
and provisions contained in the Credit Agreement and the other Loan Documents
to which each such Person is a party and any other instruments evidencing or
creating any of the Obligations except as such terms, covenants and provisions
are expressly modified in §2 hereof or this §6.


 


(b)           All
disbursements made by the Loan Parties on and after the First Amendment Effectiveness
Date shall be made only in accordance with the Revised Budget.  All necessary disbursements (including,
without limitation, sales tax, payroll and professional fees and retainers)
shall be paid by the Loan Parties as and 


 


8

















 


when
the same shall become due.  The Loan
Parties shall not make any disbursement unless such disbursement is reviewed
and authorized by Conway, DelGenio, Gries & Co. LLC.


 


(c)           Each
Loan Party will at any time or from time to time execute and deliver such
further instruments, and take such further action as the Agents and the Lenders
may reasonably request, in each case further to effect the purposes of this
Agreement, the Credit Agreement, the other Loan Documents and all documents,
agreements and instruments executed in connection therewith.


 


§7.          Miscellaneous
Provisions.


 


(a)           Except as otherwise
expressly provided by this Amendment, all of the terms, conditions and
provisions of the Credit Agreement and the Loan Documents shall remain the
same.  It is declared and agreed by each
of the parties hereto that the Credit Agreement and the Loan Documents, as
amended hereby, shall continue in full force and effect, and that this
Amendment and the Credit Agreement and the Loan Documents shall be read and
construed as one instrument.  This
Amendment shall constitute a “Loan Document” under the Credit Agreement.


 


(b)           This Amendment shall be
construed according to and governed by the laws of the State of New York.


 


(c)           This Amendment may be
executed in any number of counterparts, but all such counterparts shall
together constitute but one instrument. 
In making proof of this Amendment, it shall not be necessary to produce
or account for more than one counterpart signed by each party hereto by and
against which enforcement hereof is sought. 
Delivery of an executed signature page of this Amendment by
facsimile or electronic transmission shall be effective as delivery of a
manually executed counterpart thereof.


 


(d)           The Loan Parties hereby agree
to pay to the Administrative Agents, on demand by the Administrative Agents,
all reasonable out-of-pocket costs and expenses incurred or sustained by the
Administrative Agents in connection with the preparation of this Amendment
(including legal fees).


 


(e)           This Amendment shall
constitute a Loan Document under the Credit Agreement, and all obligations
included in this Amendment shall constitute obligations under the Loan
Documents and secured by the collateral security for the Obligations.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 


9
















 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment
as of the date first above written.


 


 


	
   

  	
  LINENS ‘N THINGS, INC.

  LINENS ‘N THINGS CENTER, INC.

  LINENS ‘N THINGS CANADA CORP.,

  as Borrowers

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ FRANCIS M. ROWAN

  
	
   

  	
   

  	
  Name: Francis M. Rowan

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  



 

















 


	
   

  	
  GENERAL ELECTRIC CAPITAL

  CORPORATION,

  as US Administrative Agent, US Collateral Agent,

  Lender and Issuing Bank

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ MARK J. FORTI

  
	
   

  	
   

  	
  Name: Mark J. Forti

  
	
   

  	
   

  	
  Title: Duly Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GE CANADA FINANCE HOLDING
  COMPANY,

  as Canadian Administrative Agent, Canadian Collateral

  Agent, Lender and Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ COLIN WOODYARD

  
	
   

  	
   

  	
    Name:
  Colin Woodyard

  
	
   

  	
   

  	
    Title:
  Duly Authorized Signatory

  
				



 

















 


	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Lender and Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ ANDREW CERUSSI

  
	
   

  	
   

  	
  Name:
  Andrew Cerussi

  
	
   

  	
   

  	
  Title:
  Vice President

  



 

















 


	
   

  	
  BANK OF AMERICA, N.A. (CANADA
  BRANCH),

  as Lender and Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  MEDINA SALES DE ANDRADE

  
	
   

  	
   

  	
  Name:
  Medina Sales De Andrade

  
	
   

  	
   

  	
  Title:
  Vice President

  



 

















 


	
   

  	
  WELLS
  FARGO RETAIL FINANCE, LLC,

  
	
   

  	
  as
  Lender and Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  DANIELLE M. BALDINELLI

  
	
   

  	
   

  	
  Name:
  Danielle M. Baldinelli

  
	
   

  	
   

  	
  Title:
  AVP

  



 

















 


	
   

  	
  WELLS
  FARGO FOOTHILL CANADA ULC,

  
	
   

  	
  as
  Lender and Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
      /s/
  DANIELLE M. BALDINELLI

  
	
   

  	
   

  	
  Name:
  Danielle M. Baldinelli

  
	
   

  	
   

  	
  Title:
  AVP

  



 

















 


Acknowledged and Agreed:


 


 


	
  LINENS
  HOLDING CO.

  	
   

  
	
  BLOOMINGTON,
  MN., L.T., INC.

  	
   

  
	
  LNT,
  INC.

  	
   

  
	
  LNT
  SERVICES, INC.

  	
   

  
	
  LNT
  WEST, INC.

  	
   

  
	
  VENDOR
  FINANCE, LLC

  	
   

  
	
  LNT LEASING
  II, LLC

  	
   

  
	
  LNT
  VIRGINIA LLC

  	
   

  
	
  LNT
  MERCHANDISING COMPANY LLC

  	
   

  
	
  LNT
  LEASING III, LLC

  	
   

  
	
  CITADEL
  LNT, LLC

  	
   

  
	
  LINENS
  ‘N THINGS INVESTMENT CANADA II

  COMPANY

  	
   

  
	
  LINENS
  ‘N THINGS INVESTMENT CANADA I

  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ FRANCIS M. ROWAN

  	
   

  
	
   

  	
   Name:
  Francis M. Rowan

  	
   

  
	
   

  	
   Title:
  Chief Financial Officer

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  LINENS
  ‘N THINGS CANADA LIMITED

  PARTNERSHIP, by Linens ‘N Things Investment

  Canada II Company, its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ FRANCIS M. ROWAN

  	
   

  
	
   

  	
   Name:
  Francis M. Rowan

  	
   

  
	
   

  	
   Title:
  Chief Financial Officer