-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TAzeHujqr298rAsLqzTfkh7nr7T8+nzNUOFbd5zvmceT/BKV2LHpD5tMeLoBQqAZ invAexzhyzZoS1uzzrqrRg== 0000927796-02-000275.txt : 20020918 0000927796-02-000275.hdr.sgml : 20020918 20020918171900 ACCESSION NUMBER: 0000927796-02-000275 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020812 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020918 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LINENS N THINGS INC CENTRAL INDEX KEY: 0001023052 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 223463939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0101 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12381 FILM NUMBER: 02767193 BUSINESS ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 BUSINESS PHONE: 9737781300 MAIL ADDRESS: STREET 1: 6 BRIGHTON RD CITY: CLIFTON STATE: NJ ZIP: 07015 8-K 1 amendcred_8-k.htm Form 8-K dated August 12, 2002

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_________________

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)

August 12, 2002

LINENS ’N THINGS, INC.
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-12381
(Commission File Number)

22-3463939
(I.R.S. Employer Identification No.)

6 Brighton Road, Clifton, New Jersey
(Address of Principal Executive Offices)

07015
(Zip Code)

Registrant’s telephone number, including area code

(973) 778-1300

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

Item 5. Other Events.

Amendment to Credit Agreement.

Linens ’n Things, Inc. (the “Company”) entered into Amendment No. 1 to Credit Agreement (the “Amendment”), dated as of June 21, 2002, amending the Credit Agreement (the “Credit Agreement”), dated as of October 20, 2000, among the Company, various subsidiary borrowers, various lender parties (“Lenders”), Fleet National Bank as administrative agent for the Lenders, The Bank of New York as syndication agent for itself and each other Lender, Wachovia Bank, National Association (f/k/a First Union National Bank), as documentation agent for itself and each other Lender.

Assignments of Interest in Credit Agreement

In connection with the Amendment, and as of June 21, 2002, Fleet National Bank assigned 25% of its interest in the Credit Agreement to Credit Suisse First Boston; U.S. Bank National Association assigned all of its interest in the Credit Agreement to SunTrust Bank; and PNC Bank, National Association assigned all of its interest in the Credit Agreement to Credit Suisse First Boston.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

(c)

Exhibits.

Exhibit No.

Exhibit

99.1

Amendment No. 1 to Credit Agreement dated as of June 21, 2002

99.2

Assignment and Acceptance Agreement by and between Fleet National Bank and Credit Suisse First Boston dated as of June 21, 2002.

99.3

Assignment and Acceptance Agreement by and between U.S. Bank National Association and SunTrust Bank dated as of June 21, 2002.

99.4

Assignment and Acceptance Agreement by and between PNC Bank, National Association and Credit Suisse First Boston dated as of June 21, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 18, 2002

LINENS ’N THINGS, INC.

By:  WILLIAM T. GILES
——————————————
        William T. Giles
         Senior Vice President,
         Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Exhibit

99.1

Amendment No. 1 to Credit Agreement dated as of June 21, 2002

99.2

Assignment and Acceptance Agreement by and between Fleet National Bank and Credit Suisse First Boston dated as of June 21, 2002.

99.3

Assignment and Acceptance Agreement by and between U.S. Bank National Association and SunTrust Bank dated as of June 21, 2002.

99.4

Assignment and Acceptance Agreement by and between PNC Bank, National Association and Credit Suisse First Boston dated as of June 21, 2002.

EX-99.1 3 ex991amendcredit.htm Ex. 99.1 - Assignment and Acceptance Agreement

AMENDMENT NO. 1 TO CREDIT AGREEMENT

This Amendment No. 1 to Credit Agreement, dated as of June 21^st, 2002 (this “Amendment”), amends that certain Credit Agreement, dated as of October 20, 2000 (the “Credit Agreement”), among Linens ’n Things, Inc. and the Subsidiary Borrowers party thereto (collectively, the “Borrowers”), the lending institutions listed on Exhibit A to the Credit Agreement (the “Lenders”), Fleet National Bank, as administrative agent for itself and each other Lender (the “Administrative Agent”), The Bank of New York, as syndication agent for itself and each other Lender (the “Syndication Agent”) and Wachovia Bank, National Association (f/k/a First Union National Bank), as documentation agent for itself and each other Lender (the “Documentation Agent”).

WHEREAS, the parties have determined that certain amendments are necessary to the provisions of the Credit Agreement.

NOW, THEREFORE, in consideration of these premises, the promises, mutual covenants and agreements contained in this Amendment and fully intending to be legally bound hereby, the parties hereby agree as follows:

1. Capitalized Terms. Terms used in this Amendment which are not defined herein, but which are defined in the Credit Agreement, shall have the same respective meanings herein as therein.

2. Amendments of Credit Agreement.

2.1. Amendments of Section 1.1. Section 1.1 is hereby amended as follows:

(i) The table set forth in the definition of “Applicable Margin” is amended to read in its entirety as follows:

Pricing Level	ABR Advances		Eurodollar Advances		Facility Fee		Standby Letters of Credit		Commercial Letters of Credit

Pricing Level I	0	%	0	.750%	0	.200%	0	.750%	0	.3750%

Pricing Level II	0	%	0	.875%	0	.225%	0	.875%	0	.4375%

Pricing Level III	0	%	1	.000%	0	.250%	1	.000%	0	.5000%

Pricing Level IV	0	.25%	1	.250%	0	.300%	1	.250%	0	.6250%

Pricing Level V	0	.50%	1	.500%	0	.350%	1	.500%	0	.7500%

(ii) The definition of “Commitment Termination Date” is amended by deleting the reference to “October 20, 2003” contained therein, and by inserting in lieu thereof the following: “April 20, 2005”.

(iii) The definitions of “Pricing Level I”, “Pricing Level II”, “Pricing Level III”, “Pricing Level IV”, “Pricing Level V” and “Pricing Level VI” are respectively amended to read as follows (with the definition of “Pricing Level VI” being deleted in its entirety):

“Pricing Level I”: any time when the Fixed Charge Coverage Ratio is greater than 2.10: 1.00.

“Pricing Level II”: any time when (i) the Fixed Charge Coverage Ratio is greater than 1.85: 1.00 and (ii) Pricing Level I does not apply.

“Pricing Level III”: any time when (i) the Fixed Charge Coverage Ratio is greater than 1.70: 1.00 and (ii) neither Pricing Level I nor Pricing Level II applies.

“Pricing Level IV”: any time when (i) the Fixed Charge Coverage Ratio is greater than 1.60: 1.00 and (ii) none of Pricing Level I, Pricing Level II or Pricing Level III applies.

“Pricing Level V”: any time when (i) the Fixed Charge Coverage Ratio is less than or equal to 1.60: 1.00 and (ii) none of Pricing Level I, Pricing Level II, Pricing Level III or Pricing Level IV applies.”

2.2 Amendment of Section 2.1. Section 2.1 is amended by inserting the following new clause (c) at the end thereof:

“(c) The Borrowers jointly and severally covenant that, during the term of this Agreement, in each 3½-month period commencing on December 1^stand ending on March 15^th, the Borrowers will maintain a period of at least 30 consecutive days during which the aggregate outstanding principal amount of the Revolving Credit Loans, and all other indebtedness for borrowed money under domestic lines of credit, shall be zero ($0) Dollars. In determining compliance with this provision, there shall be excluded the aggregate Letter of Credit Exposure under all outstanding Letters of Credit (including both standby and commercial Letters of Credit) at any time of determination.”

2.3. Amendment of Section 8.1(iv). Section 8.1(iv) is amended by deleting in its entirety the parenthetical phrase contained therein.

2.4. Amendment of Section 8.1(v). Section 8.1(v) is amended by deleting the reference to “$30,000,000” contained therein, and by inserting in lieu thereof the following: “$20,000,000”.

2.5. Amendment of Section 8.6(b)(i). Section 8.6(b)(i) is amended to read in its entirety as follows:

“(i) the aggregate amount of such stock repurchases and dividends shall not exceed the sum of (x) $25,000,000 plus (y) on a cumulative basis, an amount equal to 50% of the Consolidated net income of the Borrower and its Subsidiaries for each fiscal quarter (commencing with the fiscal quarter ending March 30, 2002), as reflected in the financial statements required to be delivered by the Company to the Lenders pursuant to Sections 7.7(a) or (b), as applicable, and”.

2.6. Amendment of Exhibit A. Exhibit A to the Credit Agreement is amended to read in its entirety as set forth in Annex B attached hereto.

3. Conditions to Effectiveness. The effectiveness of this Amendment No. 1 is subject to the receipt by the Administrative Agent of (i) this Amendment No. 1 duly executed and delivered by the Borrowers, the Subsidiary Guarantors and each of the Lenders and (ii) satisfactory evidence of the completion by the Company of a secondary public offering of its common Stock yielding at least $85,000,000 in gross proceeds.

4. Ratification; Miscellaneous. Except as amended hereby, all other provisions, terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. Each of the representations and warranties made by the Borrowers in any of the Loan Documents was true and correct when made and is true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date), and no Default or Event of Default exists on the date hereof. This Amendment shall not be deemed a waiver of any defaults that may exist under any of the Loan Documents. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the Commonwealth of Massachusetts without giving effect to the conflict of law principles thereof.

[Signatures on next page]

IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Credit Agreement as of this 21^st day of June, 2002.

LINENS ’N THINGS, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LNT, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LINENS ’N THINGS CENTER, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

ROCKFORD L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

BLOOMINGTON, MN. L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

FLEET NATIONAL BANK,
as a Lender, as Issuer, as the Swing Line Lender
and as Administrative Agent

By: /s/ THOMAS J. BULLARD
——————————————
Name: Thomas J. Bullard
Title: Director

THE BANK OF NEW YORK, as a Lender and
as Syndication Agent

By: /s/ DAVID C. JUDGE
——————————————
Name: David C. Judge
Title: Senior Vice President

WACHOVIA BANK, NATIONAL ASSOCIATION
(f/k/a First Union National Bank), as a Lender and
as Documentation Agent

By: /s/ WILLIAM F. FOX
——————————————
Name: William F. Fox
Title: Vice President

NATIONAL CITY BANK, as a Lender

By: /s/ THOMAS J. MCDONNELL
——————————————
Name: Thomas J. McDonnell
Title: Senior Vice President

[Signatures continued on next page]

CIBC INC., as a Lender

By: /s/ DOMINIC J. SORRESSO
——————————————
Name: Dominic J. Sorresso
Title: Executive Director
CIBC World Markets Corp., as Agent

ISRAEL DISCOUNT BANK OF NEW YORK, as a
Lender

By: /s/ ALAN B. LEFKOWITZ;
——————————————
Name: Alan B. Lefkowitz
Title: First Vice President

ISRAEL DISCOUNT BANK OF NEW YORK, as a
Lender

By: /s/ KAREN CHEN
——————————————
Name: Karen Chen
Title: Assistant Manager

SUNTRUST BANK, as a Lender

By: /s/ KAREN C. COPELAND
——————————————
Name: Karen C. Copeland
Title: Vice President

CREDIT SUISSE FIRST BOSTON, as a Lender

By: /s/ VITALY G. BUTENKO
——————————————
Name: Vitaly G. Butenko
Title: Associate

By: /s/ JEFFREY BERNSTEIN
——————————————
Name: Jeffrey Bernstein
Title: Vice President

[Signatures continued on next page]

CONSENT OF GUARANTORS

Each of the entities set forth on Annex A attached hereto has guaranteed the Obligations under (and as defined in) the Agreement by executing that certain Subsidiary Guaranty and Subordination Agreement dated as of October 20, 2000. By executing this Amendment No. 1, each of the above-named guarantors hereby absolutely and unconditionally (i) reaffirms the Guaranty, and (ii) acknowledges and agrees to the terms and conditions of this Amendment No. 1.

IN WITNESS WHEREOF, the parties hereto have executed this Consent of Guarantors under seal as of the date first above written.

Each of the Persons listed on
Annex A attached hereto

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

ANNEX A

List of Guarantors

LINENS ’N THINGS, INC.

LNT, INC.

LINENS ’N THINGS CENTER, INC.

ROCKFORD L.T., INC.

BLOOMINGTON, MN. L.T., INC.

ANNEX B

LINENS ’N THINGS

EXHIBIT A

LIST OF COMMITMENTS, APPLICABLE LENDING OFFICES
AND ADDRESSES FOR NOTICES

A. LIST OF COMMITMENTS

Lender		Commitment Amount


FLEET NATIONAL BANK		$ 45,000,000

CREDIT SUISSE FIRST BOSTON		$ 25,000,000

THE BANK OF NEW YORK		$ 20,000,000

FIRST UNION NATIONAL BANK		$ 20,000,000

NATIONAL CITY BANK		$ 15,000,000

SUNTRUST BANK		$ 15,000,000

CIBC INC.		$ 5,000,000

ISRAEL DISCOUNT BANK OF NEW YORK		$ 5,000,000

TOTAL		$150,000,000

B. LIST OF APPLICABLE LENDING OFFICES AND ADDRESSES FOR NOTICES

FLEET NATIONAL BANK

Applicable Lending Office for each Eurodollar Advance:

Fleet National Bank
One Federal Street
Boston, Massachusetts 02211
Attention:  Agency Services
Telephone:  (617) 346-0339
Facsimile:  (617) 346-5833

Applicable Lending Office for all other Advances:

Fleet National Bank
One Federal Street
Boston, Massachusetts 02211
Attention:  Agency Services
Telephone:  (617) 346-0339
Facsimile:  (617) 346-5833

Address for Notices:

Fleet National Bank
100 Federal Street
Boston, Massachusetts 02110
Attention:  Thomas J. Bullard
Telephone:  (617) 434-3824
Facsimile:  (617) 434-6685

CREDIT SUISSE FIRST BOSTON

Applicable Lending Office for each Eurodollar Advance

Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010-3629
Attention:  Vitaly Butenko
Telephone:  (212) 325-1681
Facsimile:  (212) 325-8319

Address for Notices:

Credit Suisse First Boston
11 Madison Avenue
New York, NY 10010-3629
Attention:  Vitaly Butenko
Telephone:  (212) 325-1681
Facsimile:  (212) 325-8319

THE BANK OF NEW YORK

Applicable Lending Office for each Eurodollar Advance:

The Bank of New York
One Wall Street, 8^th Floor
Agency Function Administration
New York, NY 10286
Attention: Madlyn Myrick
Telephone: (212) 635-1366
Facsimile: (212) 635-1481/1483

Address for Notices:

The Bank of New York
One Wall Street, 8^th Floor
New York, NY 10286
Attention:  Howard F. Bascom, Jr.
Telephone:  (212) 635-7894
Facsimile:  (212) 635-1481/1483

FIRST UNION NATIONAL BANK

Applicable Lending Office for each Eurodollar Advance:

1339 Chestnut Street
10^th Floor
Philadelphia, PA 19107
Attention:  Lisa Johnson-Keys
Telephone:  (215) 786-4363
Facsimile:  (215) 973-7185

Applicable Lending Office for all other Advances:

First Union National Bank
1339 Chestnut Street
10th Floor
Philadelphia, PA 19107
Attention:  Lisa Johnson-Keys
Telephone:  (215) 786-4363
Facsimile:  (215) 973-7185

Address for Notices:

First Union National Bank
1339 Chestnut Street
12th Floor
Philadelphia, PA. 19107
Attention:  William F. Fox
Telephone:  (215) 786-8633
Facsimile:  (215) 786-2877

NATIONAL CITY BANK

Applicable Lending Office for each Eurodollar Advance:

National City Bank
2300 Millcreek Blvd.
Highland Hills, OH 44122
Attention:  Revette Vickenstaff
Telephone:  (216) 488-7080
Facsimile:  (216) 488-7110

Applicable Lending Office for all other Advances:

National City Bank
2300 Millcreek Blvd.
Highland Hills, OH 44122
Attention:  Revette Vickenstaff
Telephone:  (216) 488-7080
Facsimile:  (216) 488-7110

Address for Notices:

National City Bank
2300 Millcreek Blvd.
Highland Hills, OH 44122
Attention:  Revette Vickenstaff
Telephone:  (216) 488-7080
Facsimile:  (216) 488-7110

SUNTRUST BANK

Applicable Lending Office for each Eurodollar Advance:

SunTrust Bank
711 5^th Avenue
New York, NY 10027
Attention:  Kelly Gillespie
Telephone:  (212) 583-2607
Facsimile:  (212) 371-7342

Address for Notices:

SunTrust Bank
711 5^thAvenue
New York, NY 10027
Attention:  Kelly Gillespie
Telephone:  (212) 583-2607
Facsimile:  (212) 371-7342

CIBC INC.

Applicable Lending Office for each Eurodollar Advance:

CIBC Inc.
425 Lexington Avenue
New York, NY 10017
Attention:  Dominic Sorresso, Executive Director
Telephone:  (212) 856-4133
Facsimile:  (212) 856-3991

Applicable Lending Office for all other Advances:

CIBC Inc.
425 Lexington Avenue
New York, NY 10017
Attention:  Dominic Sorresso, Executive Director
Telephone:  (212) 856-4133
Facsimile:  (212) 856-3991

Address for Notices:

CIBC Inc.
425 Lexington Avenue
New York, NY 10017
Attention:  Dominic Sorresso, Executive Director
Telephone:  (212) 856-4133
Facsimile:  (212) 856-3991

ISRAEL DISCOUNT BANK OF NEW YORK

Applicable Lending Office for each Eurodollar Advance

Israel Discount Bank of New York
511 Fifth Avenue
New York, NY 10017
Attention:  Alan B. Lefkowtiz, First Vice President
Telephone:  (212) 551-8121
Facsimile:  (212) 551-8720

Address for Notices:

Israel Discount Bank of New York
511 Fifth Avenue
New York, NY 10017
Attention:  Alan B. Lefkowitz, First Vice President
Telephone:  (212) 551-8121
Facsimile:  (212) 551-8720

EX-99.2 4 ex992fleet.htm Ex. 99.2 - Assignment and Acceptance Agreement between Fleet National Bank and Credit Suissee First Boston

LINENS ’N THINGS

ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignment and Acceptance Agreement (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 21, 2002, by and between Fleet National Bank (the “Assignor”) and Credit Suisse First Boston (the “Assignee”)

RECITALS

I. Reference is made to the Credit Agreement, dated as of October 20, 2000, by and among LINENS ’N THINGS, Inc., a Delaware corporation (the “Company”), the Subsidiary Borrowers party thereto, the Lenders party thereto and FLEET NATIONAL BANK, as Administrative Agent (the “Agent”) (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”).

II. The Assignor wishes to assign and delegate to the Assignee, and the Assignee wishes to purchase and assume from the Assignor, some or all of the Assignor’s rights and obligations under the Loan Documents upon the terms, and subject to the conditions, contained herein.

Therefore, in consideration of the Recitals, the terms and conditions herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Assignor and the Assignee hereby agree as follows:

1. Defined Terms

(a) Each capitalized term used herein that is not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

(b) When used in this Agreement, each of the following capitalized terms shall have the meaning ascribed thereto unless the context hereof otherwise specifically requires:

“Assigned Percentage”: 25%.

“Assignment Effective Date”: as defined in Section 5.

“Assignor Rights and Obligations”: as of the Assignment Effective Date, the Assigned Percentage of all of the Assignor's rights and obligations under the Loan Documents, including, without limitation, such percentage of its Revolving Credit Loans, and its Commitment.

“Purchase Price”: an amount equal to the Assigned Percentage of the aggregate unpaid principal amount of the Assignor's Revolving Credit Loans as of the Assignment Effective Date, as set forth in Section 3(a)(i) below.

2. Assignment; Payment by Assignee

The Assignor hereby assigns and delegates to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse or, except as otherwise specifically provided herein, representation or warranty, the Assignor Rights and Obligations. The Assignee agrees to pay to the Assignor the Purchase Price on the Assignment Effective Date. After giving effect to the assignment contemplated hereby of a Commitment Amount equal to $15,000,000, the Assignee’s Commitment Amount shall be $25,000,000 (taking into account all other assignments to the Assignee by any other Lender on the date hereof).

3. Representations and Warranties

(a) Assignor. The Assignor hereby represents and warrants to the Assignee that on and as of the Assignment Effective Date:

(i) the aggregate unpaid principal amount of its Revolving Credit Loans is $0,

(ii) its Commitment Amount is $60,000,000 (prior to the effectiveness hereof), and

(iii) it is the legal and beneficial owner of the Assignor Rights and Obligations free and clear of any adverse claim created by it.

(b) Assignee. The Assignee hereby represents and warrants to the Assignor that (i) it is legally authorized to enter into this Agreement, (ii) it is an “accredited investor”within the meaning of Regulation D, as amended, promulgated under the Securities Act of 1933, as amended, and (iii) it has, independently and without reliance upon the Assignor or the Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation of, and investigation into, the business, operations, Property, financial and other condition and creditworthiness of the Borrowers and made its own decision to enter into this Agreement.

4. Covenants of the Assignee

The Assignee hereby covenants and agrees that it will, independently and without reliance upon the Assignor or the Agent, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, evaluations and decisions in taking or not taking action under the Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, Property, financial and other condition and creditworthiness of the Borrowers. The Assignee further agrees to provide to the Agent any forms required by Section 3.10 of the Credit Agreement (if any) and any administrative questionnaire reasonably required by the Agent.

5. Effectiveness of this Agreement

(a) Section 2 of this Agreement shall not become effective until such date (the “Assignment Effective Date”) as all of the following conditions shall have been fulfilled:

(i) The Agent shall have executed a copy of this Agreement and shall have received duly executed counterparts hereof by each of the Assignor, the Assignee (in its capacity as a Lender) and, if required by the Credit Agreement, the Issuer, the Swing Line Lender and the Company;

(ii) The Assignee shall have confirmed in writing to the Assignor (with a copy to the Agent) that, on or before the Assignment Effective Date, it shall have transferred (in accordance with Section 6 hereof) the Purchase Price to the Assignor. At the time of such confirmation, the Assignee shall be deemed to have remade the representations and warranties contained in Section 3(b)(i), (ii) and (iii) hereof on and as of the date of such confirmation;

(iii) The Agent shall have received any forms required by Section 3.10 of the Credit Agreement (if any) and any administrative questionnaire or other documents reasonably required by the Agent; and

(iv) The Company shall have completed a secondary public offering of its common stock yielding at least $85,000,000 in gross proceeds.

(b) Upon the Assignment Effective Date, (i) the Agent shall record the assignment contemplated hereby, (ii) the Assignee shall hold the Assignor’s Rights and Obligations and shall be a Lender under the Loan Documents, and (iii) the Assignor, to the extent of the assignment provided for herein, shall be released from its obligations under the Loan Documents.

(c) The Assignee hereby appoints and authorizes the Agent to take such action, on and after the Assignment Effective Date, as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

(d) From and after the Assignment Effective Date, the Agent shall make all payments in respect of the interest assigned hereby (including payments of principal, interest, fees and other amounts) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments with respect to amounts under the Loan Documents which accrued prior to the Assignment Effective Date and which were paid thereafter, directly between themselves.

6. Payment Instructions

All payments to be made to the Assignor by the Assignee hereunder shall be made by wire transfer of immediately available funds to the Assignor in accordance with the wire instructions provided by the Assignor to the Agent.

7. Notices

All notices, requests and demands to or upon the Assignee in connection with this Agreement and the Loan Documents are to be sent or delivered to the place set forth adjacent to its name on the signature page(s) hereof.

8. Miscellaneous

(a) For purposes of this Agreement, all calculations and determinations with respect to the outstanding principal amount of the Assignor’s Loans, the Assignor’s Commitment Amount and all other similar calculations and determinations, shall be made and shall be deemed to be made as of the commencement of business on the date of such calculation or determination, as the case may be.

(b) Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.

(c) This Agreement embodies the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all other prior arrangements and understandings among the parties hereto with respect to the subject matter hereof.

(d) This Agreement may be executed in any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same agreement. It shall not be necessary in making proof of this Agreement to produce or account for more than one counterpart signed by the party to be charged.

(e) Every provision of this Agreement is intended to be severable, and if any term or provision hereof shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions hereof shall not be affected or impaired thereby, and any invalidity, illegality or unenforceability in any jurisdiction shall not affect the validity, legality or enforceability of any such term or provision in any other jurisdiction.

(f) This Agreement shall be binding upon and inure to the benefit of the Assignor and the Assignee and their respective successors and permitted assigns, except that neither party may assign or transfer any of its rights or obligations hereunder (i) without the prior written consent of the other party or (ii) in contravention of the Credit Agreement.

(g) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the internal laws of the Commonwealth of Massachusetts without regard to principles of conflicts of law.

AS EVIDENCE of the agreement by the parties hereto to the terms and conditions herein contained, each such party has caused this Agreement to be duly executed on its behalf.

FLEET NATIONAL BANK

By: /s/ THOMAS J. BULLARD
——————————————
Name: Thomas J. Bullard
Title: Director

Address for notices:

————————————————
————————————————
————————————————
Attention:  ———————————

Telephone:  ——————————
Facsimile:    ——————————

CREDIT SUISSE FIRST BOSTON

By: /s/ VITALY G. BUTENKO
——————————————
Name:  Vitaly G. Butenko
Title:    Associate

By: /s/ JAY CHALL
——————————————
Name:  Jay Chall
Title:    Director

Consented to this 21st day of
June, 2002

FLEET NATIONAL BANK, as Administrative Agent,
Issuer and Swing Line Lender

By: /s/ THOMAS J. BULLARD
——————————————
Name: Thomas J. Bullard
Title: Director

[Signatures continued on next page]

Consented to this 21st day of
June, 2002

LINENS ’N THINGS, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LNT, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LINENS ’N THINGS CENTER, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

ROCKFORD L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

BLOOMINGTON, MN. L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

EX-99.3 5 sunassign993.htm Ex. 99.3 - Assignment and Acceptance Agreement between U.S. Bank National Association and SunTrust Bank

LINENS ’N THINGS

ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignment and Acceptance Agreement (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 21, 2002, by and between U.S. Bank National Association (the “Assignor”) and SunTrust Bank (the “Assignee”)

RECITALS

1. Defined Terms

(a) Each capitalized term used herein that is not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

(b) When used in this Agreement, each of the following capitalized terms shall have the meaning ascribed thereto unless the context hereof otherwise specifically requires:

“Assigned Percentage”: 100%.

“Assignment Effective Date”: as defined in Section 5.

“Assignor Rights and Obligations”: as of the Assignment Effective Date, the Assigned Percentage of all of the Assignor’s rights and obligations under the Loan Documents, including, without limitation, such percentage of its Revolving Credit Loans, and its Commitment.

“Purchase Price”: an amount equal to the Assigned Percentage of the aggregate unpaid principal amount of the Assignor’s Revolving Credit Loans as of the Assignment Effective Date, as set forth in Section 3(a)(i) below.

2. Assignment; Payment by Assignee

The Assignor hereby assigns and delegates to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse or, except as otherwise specifically provided herein, representation or warranty, the Assignor Rights and Obligations. The Assignee agrees to pay to the Assignor the Purchase Price on the Assignment Effective Date. After giving effect to the assignment contemplated hereby, the Assignee’s Commitment Amount shall be $15,000,000.

3. Representations and Warranties

(a) Assignor. The Assignor hereby represents and warrants to the Assignee that on and as of the Assignment Effective Date:

(i) the aggregate unpaid principal amount of its Revolving Credit Loans is $0,

(ii) its Commitment Amount is $15,000,000, and

(iii) it is the legal and beneficial owner of the Assignor Rights and Obligations free and clear of any adverse claim created by it.

4. Covenants of the Assignee

5. Effectiveness of this Agreement

(a) Section 2 of this Agreement shall not become effective until such date (the “Assignment Effective Date”) as all of the following conditions shall have been fulfilled:

(i)

The Agent shall have executed a copy of this Agreement and shall have received duly executed counterparts hereof by each of the Assignor, the Assignee (in its capacity as a Lender) and, if required by the Credit Agreement, the Issuer, the Swing Line Lender and the Company;

(ii)

The Assignee shall have confirmed in writing to the Assignor (with a copy to the Agent) that, on or before the Assignment Effective Date, it shall have transferred (in accordance with Section 6 hereof) the Purchase Price to the Assignor. At the time of such confirmation, the Assignee shall be deemed to have remade the representations and warranties contained in Section 3(b)(i), (ii) and (iii)hereof on and as of the date of such confirmation;

(iii)

The Agent shall have received any forms required by Section 3.10 of the Credit Agreement (if any) and any administrative questionnaire or other documents reasonably required by the Agent; and

(iv)

The Company shall have completed a secondary public offering of its common stock yielding at least $85,000,000 in gross proceeds.

(b) Upon the Assignment Effective Date, (i) the Agent shall record the assignment contemplated hereby, (ii) the Assignee shall hold the Assignor’s Rights and Obligations together with the Assignor’s existing interest as a Lender under the Loan Documents, and (iii) the Assignor, to the extent of the assignment provided for herein, shall be released from its obligations under the Loan Documents.

6. Payment Instructions

7. Notices

8. Miscellaneous

(b) Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.

AS EVIDENCE of the agreement by the parties hereto to the terms and conditions herein contained, each such party has caused this Agreement to be duly executed on its behalf.

U.S. BANK NATIONAL ASSOCIATION

By: /s/ THOMAS L. BAYER
——————————————
Name: Thomas L. Bayer
Title: Vice President

Address for notices:

711 5th Avenue
16^th Floor
New York, NY 10022
Attention:  Kelly Gillespie

Telephone:  (212) 583-2607
Facsimile:  (212) 371-7342

SUNTRUST BANK

By: /s/ KAREN C. COPELAND
——————————————
Name: Karen C. Copeland
Title: Vice President

Consented to this 21st day of
June, 2002

FLEET NATIONAL BANK, as Administrative Agent,
Issuer and Swing Line Lender

By: /s/ THOMAS J. BULLARD
——————————————
Name: Thomas J. Bullard
Title: Director

[Signatures continued on next page]

Consented to this 21st day of
June, 2002

LINENS ’N THINGS, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LNT, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LINENS ’N THINGS CENTER, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

ROCKFORD L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

BLOOMINGTON, MN. L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

EX-99.4 6 ex994pnc.htm Ex. 99.2 - Assignment and Acceptance Agreement between Fleet National Bank and Credit Suissee First Boston

LINENS ’N THINGS

ASSIGNMENT AND ACCEPTANCE AGREEMENT

Assignment and Acceptance Agreement (as the same may be amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 21, 2002, by and between PNC Bank, National Association (the “Assignor”) and Credit Suisse First Boston (the “Assignee”)

RECITALS

1. Defined Terms

(a) Each capitalized term used herein that is not defined herein shall have the meaning ascribed thereto in the Credit Agreement.

(b) When used in this Agreement, each of the following capitalized terms shall have the meaning ascribed thereto unless the context hereof otherwise specifically requires:

“Assigned Percentage”: 100%.

“Assignment Effective Date”: as defined in Section 5.

“Assignor Rights and Obligations”: as of the Assignment Effective Date, the Assigned Percentage of all of the Assignor’s rights and obligations under the Loan Documents, including, without limitation, such percentage of its Revolving Credit Loans, and its Commitment.

“Purchase Price”: an amount equal to the Assigned Percentage of the aggregate unpaid principal amount of the Assignor's Revolving Credit Loans as of the Assignment Effective Date, as set forth in Section 3(a)(i) below.

2. Assignment; Payment by Assignee

The Assignor hereby assigns and delegates to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, without recourse or, except as otherwise specifically provided herein, representation or warranty, the Assignor Rights and Obligations. The Assignee agrees to pay to the Assignor the Purchase Price on the Assignment Effective Date. After giving effect to the assignment contemplated hereby of a Commitment Amount equal to $10,000,000, the Assignee’s Commitment Amount shall be $25,000,000 (taking into account all other assignments to the Assignee by any other Lender on the date hereof).

3. Representations and Warranties

(a) Assignor. The Assignor hereby represents and warrants to the Assignee that on and as of the Assignment Effective Date:

(i) the aggregate unpaid principal amount of its Revolving Credit Loans is $0,

(ii) its Commitment Amount is $10,000,000, and

(iii) it is the legal and beneficial owner of the Assignor Rights and Obligations free and clear of any adverse claim created by it.

(b) Assignee. The Assignee hereby represents and warrants to the Assignor that (i) it is legally authorized to enter into this Agreement, (ii) it is an “accredited investor” within the meaning of Regulation D, as amended, promulgated under the Securities Act of 1933, as amended, and (iii) it has, independently and without reliance upon the Assignor or the Agent, and based on such documents and information as it has deemed appropriate, made its own evaluation of, and investigation into, the business, operations, Property, financial and other condition and creditworthiness of the Borrowers and made its own decision to enter into this Agreement.

4. Covenants of the Assignee

5. Effectiveness of this Agreement

(a) Section 2 of this Agreement shall not become effective until such date (the “Assignment Effective Date”) as all of the following conditions shall have been fulfilled:

(iii) The Agent shall have received any forms required by Section 3.10 of the Credit Agreement (if any) and any administrative questionnaire or other documents reasonably required by the Agent; and

(iv) The Company shall have completed a secondary public offering of its common stock yielding at least $85,000,000 in gross proceeds.

6. Payment Instructions

7. Notices

8. Miscellaneous

(b) Section headings have been inserted herein for convenience only and shall not be construed to be a part hereof.

AS EVIDENCE of the agreement by the parties hereto to the terms and conditions herein contained, each such party has caused this Agreement to be duly executed on its behalf.

PNC BANK NATIONAL ASSOCIATION

By: /s/ GARY W. WESSELS
——————————————
Name: Gary W. Wessels
Title: Vice President

Address for notices:

—————————————
—————————————
—————————————
Attention:  ————————

Telephone:  ————————
Facsimile:    ————————

Consented to this 21st day of
June, 2002

FLEET NATIONAL BANK, as Administrative Agent,
Issuer and Swing Line Lender

By: /s/ THOMAS J. BULLARD
——————————————
Name: Thomas J. Bullard
Title: Director

[Signatures continued on next page]

Consented to this 21st day of
June, 2002

LINENS ’N THINGS, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LNT, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

LINENS ’N THINGS CENTER, INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

ROCKFORD L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

BLOOMINGTON, MN. L.T., INC.

By: /s/ DAVID J. DICK
——————————————
Name: David J. Dick
Title: Vice President and Treasurer

-----END PRIVACY-ENHANCED MESSAGE-----

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

LINENS ’N THINGS, INC. (Exact Name of Registrant as Specified in Charter)

INFORMATION TO BE INCLUDED IN THE REPORT

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

Item 5. Other Events.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

SIGNATURE

EXHIBIT INDEX

AMENDMENT NO. 1 TO CREDIT AGREEMENT

CONSENT OF GUARANTORS

ANNEX A

List of Guarantors

ANNEX B

LINENS ’N THINGS

EXHIBIT A

LIST OF COMMITMENTS, APPLICABLE LENDING OFFICES AND ADDRESSES FOR NOTICES

FLEET NATIONAL BANK

CREDIT SUISSE FIRST BOSTON

THE BANK OF NEW YORK

FIRST UNION NATIONAL BANK

NATIONAL CITY BANK

SUNTRUST BANK

CIBC INC.

ISRAEL DISCOUNT BANK OF NEW YORK

LINENS ’N THINGS

ASSIGNMENT AND ACCEPTANCE AGREEMENT

RECITALS

LINENS ’N THINGS

ASSIGNMENT AND ACCEPTANCE AGREEMENT

RECITALS

LINENS ’N THINGS

ASSIGNMENT AND ACCEPTANCE AGREEMENT

RECITALS

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

LINENS ’N THINGS, INC.
(Exact Name of Registrant as Specified in Charter)

LIST OF COMMITMENTS, APPLICABLE LENDING OFFICES
AND ADDRESSES FOR NOTICES