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Exhibit 10.1
THIRD AMENDMENT (the "Third Amendment"), dated as of September 11,
1997, of a certain Credit Agreement dated as of October 26, 1994 (the
"Agreement"), as amended by a First Amendment dated October 1, 1995 and the
Second Amendment dated February 24, 1997, among BED BATH & BEYOND, INC. (the
"Company"), BED-N-BATH STORES, INC. ("BNBS"), BBBL, INC. ("BBBL") AND BBBY
MANAGEMENT CORPORATION ("BBBY"; BNBS, BBBL AND BBBY being together the
"Guarantors" and individually each a "Guarantor", and the Guarantors together
with the Company being the "Credit Parties") and THE CHASE MANHATTAN BANK
("Chase" as a "Bank" and as agent for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Credit Parties, the Banks and the Agent are parties to the
Agreement; and
WHEREAS, the Credit Parties have requested certain modifications to the
Agreement, and Chase is agreeable to such request;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:
Section 9.10 is hereby amended in its entirety so that such
Section, as so amended, shall read as follows: "Limitation on
Capital Expenditures. Make or commit to make (by way of the
acquisition of securities of a Person or otherwise) any
Capital Expenditure except for Capital Expenditures in the
ordinary course of business not exceeding, in the aggregate
for the Credit Parties and their respective Subsidiaries
during any fiscal year of the Credit Parties, $75,000,000 in
the fiscal year ending February 28, 1998, increasing by 30%
each year thereafter.
Representations and Warranties. To induce Chase to enter into this Third
Amendment, each of the Credit Parties hereby represents and warrants that:
(a) Such Credit Party has the power, authority and legal right
to make and deliver this Third Amendment and to perform its obligations
under the Agreement, as amended by this Third Amendment, without any
notice, consent, approval or authorization not already obtained, and
such Credit Party has taken all necessary action to authorize the same.
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(b) The making and delivery of this Third Amendment and the
performance of the Agreement, as amended by this Third Amendment, do
not violate any provision of law or any regulation or of the charter or
by-laws of such Credit Party or result in the breach of or constitute a
default under or require any consent under any indenture or other
agreement or instrument to which such Credit Party is a party or by
which such Credit Party or any of its property may be bound or
affected. The Agreement, as amended by this Third Amendment, constitute
a legal, valid and binding obligation of such Credit Party, enforceable
against it in accordance with its terms, except as the enforceability
thereof may be limited by any applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights
generally.
(c) The representations and warranties contained in Section 6
of the Agreement are true and correct on and as of the date of this
Third Amendment and after giving effect thereto.
(d) No Default or Event of Default has occurred and is
continuing under the Agreement as of the date of this Third Amendment
and after giving effect thereto.
4. Effective Date. This Third Amendment shall become effective as
of September 11, 1997 when Chase shall have received counterparts of
this Third Amendment, duly executed by the respective parties thereto.
5. Counterparts. This Third Amendment may be signed in any number
of counterparts, each of which shall be an original and all of which taken
together shall constitute a single instrument with the same effect as if the
signatures thereto and hereto were upon the same instrument.
6. Full Force and Effect. Except as expressly modified by this
Third Amendment, all of the terms and provisions of the Agreement shall continue
in full force and effect, and all parties hereto shall be entitled to the
benefits thereof.
7. Governing Law. This Third Amendment shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of New Jersey.
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date set forth above.
BED BATH & BEYOND, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Title: Chairman and Co-Chief
Executive Officer
BED-N-BATH STORES, INC.
By: /s/ Xxxxxx Xxxxxxxxx
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Title: President
BBBL, INC.
By: /s/ Xxxxxx Xxxxx
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Title: President
BBBY MANAGEMENT CORPORATION
By: /s/ Xxxxxx Xxxxxxxxx
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Title: President
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx Xxxxxxxx
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Title: Vice-President
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