AMENDMENT NO. 1 TO CREDIT AGREEMENTThis Amendment No. 1 to Credit Agreement, dated as of June 21st, 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 onExhibit 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% | |
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(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 1stand ending on March 15th, 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 |
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) $25,000,000plus (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] 3 |
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Credit Agreement as of 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 |
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| 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] 5 |
| 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] 6 |
CONSENT OF GUARANTORSEach 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 AList of GuarantorsLINENS ’N THINGS, INC. LNT, INC. LINENS ’N THINGS CENTER, INC. ROCKFORD L.T., INC. BLOOMINGTON, MN. L.T., INC. |
ANNEX BLINENS ’N THINGSEXHIBIT ALIST OF COMMITMENTS, APPLICABLE LENDING OFFICES |
| 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 BANKApplicable Lending Office for each Eurodollar Advance: Fleet National Bank Applicable Lending Office for all other Advances: Fleet National Bank Address for Notices: Fleet National Bank |
CREDIT SUISSE FIRST BOSTONApplicable Lending Office for each Eurodollar Advance Credit Suisse First Boston Address for Notices: Credit Suisse First Boston |
THE BANK OF NEW YORKApplicable Lending Office for each Eurodollar Advance: The Bank of New York Address for Notices: The Bank of New York |
FIRST UNION NATIONAL BANKApplicable Lending Office for each Eurodollar Advance: 1339 Chestnut Street Applicable Lending Office for all other Advances: First Union National Bank Address for Notices: First Union National Bank |
NATIONAL CITY BANKApplicable Lending Office for each Eurodollar Advance: National City Bank Applicable Lending Office for all other Advances: National City Bank Address for Notices: National City Bank |
SUNTRUST BANKApplicable Lending Office for each Eurodollar Advance: SunTrust Bank Address for Notices: SunTrust Bank |
CIBC INC.Applicable Lending Office for each Eurodollar Advance: CIBC Inc. Applicable Lending Office for all other Advances: CIBC Inc. Address for Notices: CIBC Inc. |
ISRAEL DISCOUNT BANK OF NEW YORKApplicable Lending Office for each Eurodollar Advance Israel Discount Bank of New York Address for Notices: Israel Discount Bank of New York |
