UNITED STATES

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): May 424, 2007

LINENS HOLDING CO.

LINENS ‘N THINGS, INC.

LINENS ‘N THINGS CENTER, INC.

(Exact names of registrants as specified in their charters)

Delaware	333-135646-12	20-4192917
Delaware	001-12381	22-3463939
California	333-135646-11	59-2740308
(States or other jurisdictions of incorporation)	(Commission File Numbers)	(IRS Employer Identification Nos.)

6 Brighton Road, Clifton, New Jersey 07015
(Address of principal executive offices) (Zip Code)

(973) 778-1300
(Registrants’ telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrants under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.~~02 Departure~~01 Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~(e)~~ On May 24, 2007, Linens ‘n Things, Inc. (“LNT”), Linens ‘n Things Center, Inc., and Linens ~~its~~‘n ~~100%~~Things ~~parent~~Canada Corp., each as a borrower, entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”), along with Linens Holding Co. (“Holding,” and, together with ~~LNT~~its ~~and their~~ direct and indirect wholly owned subsidiaries, the “Company”), the sole stockholder of LNT, as ~~have~~guarantor, ~~entered~~the ~~into~~subsidiary orguarantors ~~modified~~named ~~certain~~therein, ~~compensatory~~the ~~arrangements~~several ~~with~~lenders ~~respect~~named totherein, ~~the~~UBS ~~Company’s~~Securities ~~principal~~LLC, ~~executive~~as ~~officer~~Arranger and Bookmanager, ~~principal~~UBS ~~financial~~AG, ~~officer~~Stamford Branch, as Issuing Bank, US Administrative Agent and US Co-Collateral Agent, UBS AG Canada ~~other~~Branch, ~~named~~as ~~executive~~Canadian ~~officers~~Co-Collateral Agent, ~~which~~Wachovia ~~are~~Bank, ~~summarized~~National inAssociation, as ~~this~~US ~~report~~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 Retail Finance, LLC, as Co-Documentation Agent and The CIT Group/Business Credit, Inc., as Co-Syndication Agent.

OnThe ~~May~~Amended 4,Credit ~~2007,~~Agreement ~~the~~implements ~~compensation~~a ~~committees~~$100.0 million ofincrease in the ~~boards~~credit offacility, ~~directors of~~from ~~Holding~~$600.0 ~~and~~million ~~LNT~~to ~~(the~~$700.0 million. The ~~“Compensation~~Amended ~~Committees”)~~Credit ~~completed their~~Agreement ~~annual~~also ~~compensation~~contains ~~review~~several ~~with~~other ~~respect~~modifications tothat ~~key~~are ~~management~~all ~~personnel~~favorable ofto the Company. AsThe ~~part~~modifications ofinclude the ~~review~~following ~~process, the~~(with ~~Compensation~~defined ~~Committees~~terms ~~approved~~having ~~an increase in annual base salary, effective as of~~ the ~~respective~~meaning ~~dates~~given ~~set~~to ~~forth~~them ~~below,~~in ~~for~~ the ~~following~~Amended ~~named executive~~Credit ~~officers to the indicated amounts~~Agreement):

Named Executive Officer	Title	New Base Salary	Effective Date
F. David Coder	Executive Vice President of Store Operations	$425,000	April 1, 2007
Robert Homler	Executive Vice President, Merchandising	$425,000	April 1, 2007
Francis M. Rowan	Senior Vice President and Chief Financial Officer	$275,000	January 8, 2007

· the “Average Excess Availability” threshold in the definition of “Trigger Event” and for purposes of rescinding an “Activation Notice” was decreased from $90.0 million to $70.0 million;

~~The~~· the ~~Compensation~~“Excess ~~Committees~~Availability” ~~also~~threshold for ~~approved~~purposes aof ~~2007~~the ~~Bonus~~“Total ~~Plan~~Leverage ~~for management~~Ratio” ~~incentive~~and ~~compensation,~~the ~~which~~“Consolidated ~~includes~~Fixed ~~incentive compensation~~Charge ~~potential~~Coverage ~~for~~Ratio” ~~certain~~was ofdecreased ~~the~~from ~~named~~$75.0 ~~executive~~million ~~officers~~to at$70.0 ~~the following levels:~~million;

· ~~Robert~~the J.“Seasonal ~~DiNicola,~~Advance ~~Chairman~~Period” offor the ~~Board~~ ~~and~~Company ~~Chief~~has ~~Executive~~been ~~Officer—target~~increased ~~100%~~by ofone ~~annual~~month, ~~base~~to ~~salary,~~begin ason ~~set~~the ~~forth~~first inday of the ~~Mr.~~fiscal ~~DiNicola’s~~month ~~current~~of ~~employment~~August ~~agreement.~~rather than September 1 of each year;

· ~~Coder—target~~the ~~50%~~Company ofhas ~~annual~~the ~~base~~ability ~~salary,~~to asmake a ~~set~~one-time ~~forth~~change in ~~Mr.~~its ~~Coder~~fiscal year upon 45 days’s ~~current~~written ~~employment~~notice ~~agreement.~~to the administrative agents; and

· ~~Homler—target~~the ~~50%~~conduct of ~~annual~~collateral ~~base~~field audits ~~salary,~~and ~~as set~~inventory ~~forth~~appraisals inhas ~~Mr.~~been ~~Homler’s~~clarified ~~current~~with ~~employment~~additional ~~agreement~~language.

~~· Rowan—target~~The ~~50%~~provisions of the ~~annual~~Amended ~~base~~Credit ~~salary, which~~Agreement ~~represents~~are anotherwise ~~increase~~substantively ~~from~~the same as in the original ~~40%~~Credit ~~target~~Agreement ~~set~~dated ~~forth~~as inof MrFebruary 14, 2006. The ~~Rowan~~original Credit Agreement is summarized in Holding’s ~~current~~ ~~employment~~quarterly ~~agreement~~report on Form 10-Q for the quarterly period ended March 31, 2007.

~~For~~The ~~each~~description of the ~~named~~Amended ~~executive~~Credit ~~officers,~~Agreement in this report does not purport to be complete and is qualified in its entirety by reference to the ~~incentive~~Amended ~~compensation~~Credit Agreement, a ~~potential~~copy ~~for~~of ~~2007~~which is atattached ~~the~~hereto ~~following~~as ~~levels:~~Exhibit 10.1 and incorporated by reference.

~~· First~~Item ~~threshold~~9.01 Financial ~~(Level~~Statements ~~I)—25% of target based on achieving budgeted total sales, budgeted comparable store sales,~~ and ~~approximately~~ ~~83% of budgeted Adjusted EBITDA~~Exhibits.

~~· Second threshold~~ (~~Level II~~d)~~—50% of target based on achieving budgeted total sales, budgeted comparable store sales, and 90% of budgeted Adjusted EBITDA~~ Exhibits.

~~· Third~~10.1 $700,000,000 Amended ~~threshold~~and ~~(Level~~Restated ~~III)—75%~~Credit Agreement, dated as of ~~target~~May 24, 2007, among Linens ~~based~~‘n onThings, Inc. ~~achieving~~and ~~budgeted~~Linens ~~total~~‘n ~~sales~~Things Center, Inc., ~~budgeted~~as ~~comparable~~US ~~store~~borrowers, Linens ~~sales~~’n Things Canada Corp., as Canadian borrower, Linens Holding Co. and the ~~approximately~~other ~~97%~~guarantors ofparty ~~budgeted~~thereto, ~~Adjusted~~as ~~EBITDA.~~guarantors, the lenders party thereto, 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),

· Target (Level IV)—100% of target based on achieving budgeted total sales, budgeted comparable store sales, and budgeted Adjusted EBITDA.

· Maximum (Level V)—150% of target based on achieving budgeted total sales, budgeted comparable store sales, and approximately 103% of budgeted Adjusted EBITDA.

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 Retail Finance, LLC, as Co-Documentation Agent, and The CIT Group/Business Credit, Inc., as Co-Syndication Agent.

99.1 Press Release of Linens Holding Co. dated May 29, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

Dated: May 1029, 2007

LINENS HOLDING CO. LINENS ‘N THINGS, INC. LINENS ‘N THINGS CENTER, INC. (Registrants) By: /s/ ~~FRANCIS~~Francis M. ~~ROWAN~~Rowan Francis M. Rowan Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		$700,000,000 Amended and Restated Credit Agreement, dated as of May 24, 2007, among Linens ‘n Things, Inc. and Linens ‘n Things Center, Inc., as US borrowers, Linens ’n Things Canada Corp., as Canadian borrower, Linens Holding Co. and the other guarantors party thereto, as guarantors, the lenders party thereto, 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 Retail Finance, LLC, as Co-Documentation Agent, and The CIT Group/Business Credit, Inc., as Co-Syndication Agent.

99.1		Press Release of Linens Holding Co. dated May 29, 2007.

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