Linens Holding Co. Sample Contracts

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • March 20th, 2008 • Linens Holding Co. • Retail-home furniture, furnishings & equipment stores • New Jersey

THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is entered into on August 10. 2007 (the “Execution Date”), to be effective for all purposes as of August 2, 2007 (the “Effective Date”), by and between Linens ’n Things, Inc., a Delaware corporation (the “Company”) and wholly owned subsidiary of Linens Holding Co., a Delaware corporation (“Holding”), and Scott Silver (the “Executive”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 24th, 2006 • Linens Holding Co. • Retail-home furniture, furnishings & equipment stores • Delaware

THIS AGREEMENT (the “Agreement”) is executed this , 200 , to be effective for all purposes as of , 200 , among Linens ‘n Things, Inc., a Delaware corporation (the “Company”), and (the “Indemnitee”).

AGENCY AGREEMENT
Agency Agreement • August 25th, 2008 • Linens Holding Co. • Retail-home furniture, furnishings & equipment stores • Delaware

This Agency Agreement (this “Agreement”) is made as of August 13, 2008, by and between Linens Holding Co., a Delaware corporation, with a principal place of business at 6 Brighton Road, Clifton, NJ, and its affiliated debtors and debtors-in-possession (collectively, the “Merchant”) and a joint venture comprised of Gordon Brothers Retail Partners, LLC, a Delaware limited liability company and Hilco Merchant Resources, LLC, a Delaware joint venture (the “Agent”).

AMENDMENT NO. 1 AND WAIVER TO CREDIT AGREEMENT
Waiver to Credit Agreement • July 31st, 2008 • Linens Holding Co. • Retail-home furniture, furnishings & equipment stores • New York

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

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