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EXHIBIT 10.14
FIRST AMENDMENT (the "Amendment"), dated as of October 1, 1995, of a
certain Credit Agreement dated as of October 26, 1994 (the "Agreement") 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 CHEMICAL
BANK NEW JERSEY, NATIONAL ASSOCIATION ("Chemical NJ") and CHEMICAL BANK
("Chemical NY"; Chemical NJ and Chemical NY are together referred to as the
"Banks" and individually as a "Bank") and Chemical NJ, 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, Chemical NJ has assigned all of its right, title and interest
in, to and under the Agreement, and all of its obligations and liabilities
thereunder, as a Bank to Chemical NY and Chemical NY has accepted such
assignment and has assumed all of the obligations and liabilities of Chemical NJ
as a Bank thereunder; and
WHEREAS, the Agent has assigned all of its responsibilities as Agent
under the Agreement to Chemical NY and Chemical NY has accepted such assignment;
and
WHEREAS, the Credit Parties have requested certain modifications to the
Agreement, and Chemical NY is agreeable to such request;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:
1. Definitions. Except as otherwise stated, capitalized terms
defined in the Agreement and used herein without definition shall have the
respective meanings assigned to them in the Agreement.
2. Amendments of the Agreement.
(a) All references in the Agreement to Chemical NJ, Chemical
NY, the Banks, any Bank and the Agent shall be deemed to mean and
include Chemical NY and any and all terms in the agreement which
include the term "Chemical NJ" shall be deemed to include the term
"Chemical NY".
(b) All references in the Agreement to the "Revolving Credit
Note(s)" shall be deemed to mean the "Amended and Restated Revolving
Credit Note dated as of October 1, 1995."
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(c) Subsection 1.1 of the Agreement is hereby amended by (i)
deleting the definitions of "Term Loan" and "Term Note" in their
entirety and (ii) deleting the definitions of "Applicable Margin",
"Chemical NJ Rate", "Chemical NJ Rate Loans" and "Interest Period" and
substituting the following:
"`Applicable Margin': for each Type of Loan, the rate per
annum set forth opposite Revolving Credit Loans or Term-out
Loans under the relevant column heading below:
Chemical NY Eurodollar COF
Rate Loans Loans Rate Loans
---------- ----- ----------
Revolving
Credit Loans (1)% 0.40 % 0.40 %
Term-out Loans -0- 0.875% 0.875%
"`Chemical NY Rate': the rate of interest publicly
announced by Chemical NY from time to time in New York, New York
as its prime rate."
"`Chemical NY Rate Loans': Loans, the rate of interest
applicable to which, is based upon the Chemical NY rate."
"`Interest Period':
(a) with respect to any Eurodollar Loan:
(i) initially, the period commencing on the
borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending between one and
twelve months thereafter, as selected by the Company in
its notice of borrowing or notice of conversion, as the
case may be, given with respect thereto; and
(ii) thereafter, each period commencing on
the last day of the next preceding Interest Period
applicable to such Eurodollar Loan and ending between one
and twelve months thereafter, as selected by the Company
by irrevocable notice to the Agent not less than three
Working Days prior to the last day of the then current
Interest Period with respect thereto;
(b) with respect to any COF Rate Loan, the date agreed
to between the Company and the Bank;
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provided that, the foregoing provisions relating to Interest
Periods are subject to the following:
(1) if any Interest Period pertaining to a
Eurodollar Loan would otherwise end on a day that is not a
Working Day, such Interest Period shall be extended to the
next succeeding Working Day unless the result of such
extension would be to carry such Interest Period into
another calendar month in which event such Interest Period
shall end on the immediately preceding Working Day;
(2) any Interest Period that would otherwise
extend beyond the Termination Date or beyond the date
final payment is due on the Term-out Loans shall end on
the Termination Date or such date of final payment, as the
case may be;
(3) any Interest Period pertaining to a
Eurodollar Loan that begins on the last Working Day of a
calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the
end of such Interest Period) shall end on the last Working
Day of a calendar month; and
(4) the Company shall select Interest
Periods so as not to require a payment or repayment of any
Eurodollar Loan or COF Rate Loan during an Interest Period
for such Loan."
(d) Subsection 2.1 of the Agreement is hereby amended by
deleting paragraph (b) and substituting the following:
"(b) The Revolving Credit Loans may from time to time be
(i) Eurodollar Loans, (ii) Chemical NY Rate Loans, (iii) COF Rate
Loans or (iv) a combination thereof, as determined by the Company
and notified to Chemical NY in accordance with subsections 2.3
and 2.10, provided that no Revolving Credit Loan shall be made as
a Eurodollar Loan after the day that is one month prior to the
Termination Date."
(e) Subsection 2.2 of the Agreement is hereby amended by
deleting the entire subsection and substituting the following:
"2.2 Revolving Credit Notes. The Revolving Credit Loans
shall be evidenced by the promissory note of the Company,
substantially in the form of Exhibit A-1 with appropriate
insertions as to date and maximum principal amount (the
`Revolving Credit Note'), payable to the order of Chemical NY
and, in a principal amount equal to the amount of the Revolving
Credit Commitment or, if less, the aggregate unpaid principal
amount of all Revolving Credit Loans outstanding. Chemical NY is
hereby authorized to record the date, Type and amount of each
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Revolving Credit Loan, each continuation thereof, each conversion
of all or a portion thereof to another Type, the date and amount
of each payment or repayment of principal thereof and, in the
case of Eurodollar Loans and COF Rate Loans, the length of each
Interest Period with respect thereto, on the schedule annexed to
and constituting a part of the Revolving Credit Note, and any
such recordation shall constitute prima facie evidence of the
accuracy of the information so recorded absent manifest error.
The Revolving Credit Note shall (x) be dated as of October 1,
1995, (y) be stated to mature on the Termination Date and (z)
provide for the payment of interest in accordance with subsection
5.1."
(f) Subsection 2.3 of the Agreement is hereby amended by
deleting the entire subsection and substituting the following:
"2.3 Procedure for Revolving Credit Borrowing. The
Company may borrow under the Revolving Credit Commitment during
the Revolving Credit Commitment Period on any Working Day, if all
or any part of the requested Revolving Credit Loans are to be
initially Eurodollar Loans, or on any Business Day, otherwise,
provided that the Company shall give Chemical NY irrevocable
notice (which notice must be received by the Agent prior to 11:00
A.M., New York City time, (a) two Working Days prior to the
requested Borrowing Date, if all or any part of the requested
Revolving Credit Loans are to be initially Eurodollar Loans, or
(b) on the Borrowing Date, otherwise) specifying (i) the amount
to be borrowed, (ii) the requested Borrowing Date, (iii) whether
the borrowing is to be of Eurodollar Loans, Chemical NY Rate
Loans, COF Rate Loans or a combination thereof and (iv) if the
borrowing is to be entirely or partly of Eurodollar Loans or COF
Rate Loans, the amount thereof and the length of the initial
Interest Period therefor. Each borrowing under the Revolving
Credit Commitments shall be in an amount equal to (w) in the case
of Chemical NY Rate Loans, $50,000 or a whole multiple thereof
(or, if the then aggregate Available Revolving Credit Commitment
is less than $50,000, such lesser amount), (x) in the case of
Eurodollar Loans, $500,000 or a whole multiple of $100,000 in
excess thereof, (y) in the case of COF Rate Loans maturing one
(1) Business Day after the Borrowing Date thereof, $2,000,000 and
(3) in the case of COF Rate Loan maturing more than one (1)
Business Day after the Borrowing Date thereof, $50,000. Upon
receipt of any such notice from the Company, Chemical NY will
make the amount (except as provided in subsection 2.12) of each
borrowing available to the Company by crediting the account of
the Borrower on the books of Chemical NY at its office set forth
in subsection 14.2 hereof."
(g) Subsection 2.4 of the Agreement is hereby amended by
deleting the entire subsection and substituting the following:
"2.4 Commitment Fee. The Company agrees to pay to
Chemical NY a commitment fee for the period from and including
the date on which the First Amendment to the Agreement becomes
effective to the Termination Date, computed
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at the rate of 1/8 of 1% per annum on the first $15,000,000 and
.08 of 1% on all amounts in excess thereof of the average daily
amount of the Available Revolving Credit Commitment except for
the L/C Commitment during the period for which payment is made,
payable quarterly in arrears on the last day of each March, June,
September and December and on the Termination Date or such
earlier date as the Revolving Credit Commitment shall terminate
as provided herein, commencing on the first of such dates to
occur after the date on which the First Amendment to the
Agreement becomes effective."
(h) Subsection 2.10 of the Agreement is hereby amended by
deleting paragraphs (a) and (c) and substituting the following:
"(a) In the case of Revolving Loans, the Company may
elect from time to time to convert Eurodollar Loans to Chemical
NY Rate Loans or COF Rate Loans by giving Chemical NY at least
two Business Days' prior irrevocable notice of such election,
provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto.
Also, in such case, the Company may elect from time to time to
convert Chemical NY Rate Loans to Eurodollar Loans or COF Rate
Loans by giving Chemical NY at least three Working Days' prior
irrevocable notice of such election. Finally, the Company may
elect from time to time to convert COF Rate Loans to Chemical NY
Rate Loans or Eurodollar Loans by giving Chemical NY at least
three Business Days' prior irrevocable notice of such election,
provided that any such conversion of COF Rate Loans may only be
made on the last day of an Interest Period with respect thereto.
Any such notice of conversion to Eurodollar Loans or COF Rate
Loans shall specify the length of the initial Interest Period or
Interest Periods therefor."
"(c) Any Eurodollar Loan may be continued as such upon
the expiration of the then current Interest Period with respect
thereto by the Company giving notice to the Banks, in accordance
with the applicable provisions of the term 'Interest Period' set
forth in subsection 1.1, of the length of the next Interest
Period to be applicable to such Loan, provided that no Eurodollar
Loan may be continued as such (i) when any Event of Default has
occurred and is continuing and the Banks have determined that
such a continuation is not appropriate, (ii) if, after giving
effect thereto, subsection 2.11 would be contravened or (iii)
after the date that is one month or 30 days prior to,
respectively, the Termination Date (in the case of continuations
of Revolving Credit Loans) and provided, further, that if the
Company shall fail to give any required notice as described above
in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso, unless otherwise converted in
accordance with the above provisions, such Loans shall be
automatically converted to Chemical NY Rate Loans on the last day
of such then expiring Interest Period."
(i) Subsection 2.11 of the Agreement is hereby amended by
deleting the entire subsection and substituting the following:
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"2.11 Minimum Amounts of Tranches. All borrowings,
conversions and continuations of Loans hereunder and all
selections of Interest Periods hereunder shall be in such amounts
and be made pursuant to such elections so that, after giving
effect thereto, the aggregate principal amount of the Loans
comprising each Eurodollar Tranche shall be as set forth in
Section 2.3 hereof."
(j) Subsection 3.3(b) of the Agreement is hereby amended by
deleting "1.5%" in line 5 thereof and substituting therefor ".75%".
(k) Section 12 of the Agreement is hereby deleted.
(l) Section 14.2 of the Agreement is hereby amended by
deleting the notice provision for the Banks and the Agent and
substituting the following:
"Chemical NY: 270 Park Avenue
New York, New York 10017
Attention: Stephen W. Revis, V.P.
Telecopy: 212-270-1123
with a copy to: Chemical Bank New Jersey, National Association
4 Campus Drive
Parsippany, New Jersey 07054
Attention: Valerie Schanzer, V.P.
Telecopy: 201-734-1123
(m) Schedule I of the Agreement is hereby amended by deleting
it in its entirety and by inserting in its place and stead the attached
Schedule I.
3. Replacement of the Revolving Credit Note.
(a) Any and all Revolving Credit Notes held by Chemical NJ and
Chemical NY are hereby amended and restated by a new note in the form
of Exhibit A-1 hereto (the "Amended and Restated Revolving Credit
Note").
(b) All references in the Agreement to the Revolving Credit
Note shall be deemed to be references to the Amended and Restated
Revolving Credit Note.
4. Representations and Warranties. To induce Chemical NY to enter
into this 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 Amendment and the Amended and Restated
Revolving Credit Note and to perform its obligations under the
Agreement, as amended by this Amendment, and the Amended and
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Restated Revolving Credit Note without any notice, consent, approval or
authorization not already obtained, and such Credit Party has taken all
necessary action to authorize the same.
(b) The making and delivery of this Amendment and the Amended
and Restated Revolving Credit Note and the performance of the Agreement
and the Amended and Restated Revolving Credit Note, as amended by this
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 and the Amended and Restated Revolving
Credit Note, as amended by this 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
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 Amendment and
after giving effect thereto.
5. Effective Date. This Amendment shall become effective as of
October 1, 1995 when:
(a) Chemical NY shall have received counterparts of this \
Amendment and the Amended and Restated Revolving Credit Note, duly
executed by the respective parties thereto; and
(b) the principal of, all accrued and unpaid interest on and
all other amounts payable with respect to any and all Term Loans
(including, without limitation, any prepayment penalty) shall have been
paid in full.
6. Counterparts. This 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.
7. Full Force and Effect. Except as expressly modified by this
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.
8. Governing Law. This 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 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/ Warren Eisenberg
--------------------
Title: Chairman and Co-Chief Executive
Officer
BED-N-BATH STORES, INC.
By: /s/ Warren Eisenberg
--------------------
Title: President
BBBL, INC.
By: /s/ Arthur Stark
----------------
Title: President
BBBY MANAGEMENT CORPORATION
By: /s/ Warren Eisenberg
--------------------
Title: President
CHEMICAL BANK
By: /s/ Stephen W. Revis
--------------------
Title: Vice-President
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EXHIBIT A-1
AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$45,000,000 New York, New York
as of October 1, 1995
FOR VALUE RECEIVED, the undersigned (the "Borrower"), a New York
corporation, hereby unconditionally promises to pay to the order of CHEMICAL
BANK (the "Bank"), at the office of the Bank located at 270 Park Avenue, New
York, New York 10017, or at such other place as the Bank or any holder hereof
may from time to time designate, on the Termination Date (as defined in the
Credit Agreement referred to below) in lawful money of the United States of
America and in immediately available funds, the principal amount of (a)
FORTY-FIVE MILLION DOLLARS ($45,000,000) or, if less, (b) the aggregate unpaid
principal amount of all Revolving Credit Loans made by the Bank to the Borrower
pursuant to Subsection 2.1 of the Credit Agreement. The Borrower further agrees
to pay interest in like money on the unpaid principal amount hereof from time to
time from the date hereof at said office, on the dates, at the rates and for the
periods specified in Sections 2 and 5 of the Credit Agreement.
The holder of this Amended and Restated Revolving Credit Note is
authorized to record the date, Type and amount of each Loan made by the Bank,
each continuation thereof, each conversion of all or a portion thereof to
another Type, the date and amount of each payment or prepayment of principal
thereof and the length of each Interest Period with respect thereto, on the
schedule annexed hereto and made a part hereof, which recordation shall
constitute prima facie evidence of the accuracy of the information recorded
absent manifest error; provided, however, that failure by any holder to make any
such recordation on such schedules or continuation thereof shall not in any
manner affect any of the obligations of the Borrower to make payments of
principal and interest in accordance with the terms of this Amended and Restated
Revolving Credit Note and the Credit Agreement.
This Amended and Restated Revolving Credit Note is the Revolving Credit
Note referred to in, and is entitled to the benefits of, the Credit Agreement
dated as of October 26, 1994 (as amended, modified or supplemented from time to
time, the "Credit Agreement"; capitalized terms not otherwise defined in this
Amended and Restated Revolving Credit Note shall have the meanings assigned to
them in the Credit Agreement) among the Borrower, Bed-N-Bath Stores, Inc., BBBL,
Inc., BBBY Management Corporation, Inc., the Bank, other Banks party thereto and
the Agent.
This Amended and Restated Revolving Credit Note is issued in
substitution, modification and restatement of, but not as repayment,
satisfaction or cancellation of any and all prior Revolving Credit Notes and
this Amended and Restated Revolving Credit Note supersedes, modifies and
restates all of the terms of such prior Revolving Credit Notes.
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The Credit Agreement, among other things, contains provisions for
acceleration of the maturity hereof upon the happening of certain stated events
and also for optional and mandatory prepayments on account of principal hereof
prior to the maturity hereof on the terms and conditions therein specified.
All parties now or hereafter liable with respect to this Amended and
Restated Revolving Credit Note, whether maker, principal, surety, guarantor,
endorser or otherwise, hereby waive presentment, demand, protest and all other
notices of any kind.
THIS AMENDED AND RESTATED REVOLVING CREDIT NOTE SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW JERSEY.
BED BATH & BEYOND, INC.
By: /s/ Warren Eisenberg
--------------------
Title: Chairman and Co-Chief
Executive Officer
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SCHEDULE I TO CREDIT AGREEMENT
See attached list of active corporations.
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SUBSIDIARIES OF THE COMPANY
This list does not include certain subsidiaries which in the aggregate are not
significant.
NAME STATE
Bed Bath & Beyond of Riverchase Inc. Alabama
Bed Bath & Beyond of Tucson Inc. Arizona
Bed Bath & Beyond of Paradise Valley Inc. Arizona
Bed Bath & Beyond of Chandler Inc. Arizona
Bed Bath & Beyond of Beverly Center Inc. California
Bed Bath & Beyond of Ontario Mills Inc. California
Bed Bath & Beyond of Northridge Inc. California
Bed Bath & Beyond of La Jolla Inc. California
Bed Bath & Beyond of Tarzana Inc. California
Bed Bath & Beyond of San Francisco Inc. California
Bed Bath & Beyond of Palm Desert Inc. California
Bed n Bath of Westwood Inc. California
Bed n Bath of Westlake Inc. California
Bed n Bath of Santa Rosa Inc. California
Bed n Bath of Huntington Beach Inc. California
Bed n Bath of Redondo Beach Inc. California
Bed n Bath of Oakland Inc. California
Bed n Bath of Studio City Inc. California
Bed n Bath of Marin Corp. California
Bed n Bath of Woodland Hills Inc. California
Bed n Bath of Santa Ana Inc. California
Bed n Bath of Torrance Inc. California
Bed n Bath of Cupertino Inc. California
Bed n Bath of Lakewood Inc. California
Bed n Bath of Park La Brea Inc. California
Bed & Bath of San Diego Inc. California
Bed & Bath of Topanga Inc. California
Bed Bath & Beyond of Mission Valley Inc. California
Bed Bath & Beyond of Tustin Inc. California
Bed Bath & Beyond of Cherry Creek Inc. Colorado
Bed Bath & Beyond of Park Meadows Inc. Colorado
Bed n Bath Warehouse Corp. Connecticut
Bed n Bath of Stamford Inc. Connecticut
Bed n Bath of Norwalk Inc. Connecticut
Bed n Bath of Danbury Square Inc. Connecticut
Bed n Bath of Hartford Inc. Connecticut
Bed n Bath of Danbury Inc. Connecticut
Bed Bath & Beyond of Ridgeway Inc. Connecticut
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SUBSIDIARIES OF THE COMPANY (CONTINUED)
NAME STATE
Bed Bath & Beyond of Connecticut Inc. Connecticut
Bed Bath & Beyond of Brandywine Inc. Delaware
Bed Bath & Beyond of Sawgrass Inc. Florida
Bed Bath & Beyond of Orlando Inc. Florida
Bed Bath & Beyond of Kendall Inc. Florida
Bed Bath & Beyond of Hialeah Inc. Florida
Bed Bath & Beyond of West Palm Beach Inc. Florida
Bed Bath & Beyond of Brandon Inc. Florida
Bed Bath & Beyond of Boca Raton Inc. Florida
Bed Bath & Beyond of West Kendall Inc. Florida
Bed Bath & Beyond of Carrollwood Inc. Florida
Bed Bath & Beyond of Dadeland Station Inc. Florida
Bed Bath & Beyond of International Drive Inc. Florida
Bed Bath & Beyond of Alpharetta Inc. Georgia
Bed Bath & Beyond of Buckhead Inc. Georgia
Bed Bath & Beyond of Cobb Place Inc. Georgia
Bed Bath & Beyond of Gwinnett Inc. Georgia
Bed Bath & Beyond of Perimeter Inc. Georgia
Bed Bath & Beyond of Rockford Inc. Illinois
Bed Bath & Beyond of Gurnee Inc. Illinois
Bed Bath & Beyond of Deerfield Inc. Illinois
Bed Bath & Beyond of Schaumburg Inc. Illinois
Bed Bath & Beyond of Oakbrook Terrace Inc. Illinois
Bed Bath & Beyond of Downers Grove Inc. Illinois
Bed Bath & Beyond Lincoln Park Inc. Illinois
Bed Bath & Beyond of Wilmette Inc. Illinois
Bed Bath & Beyond of Indianapolis Inc. Indiana
Bed Bath & Beyond of Hobart Inc. Indiana
Bed Bath & Beyond of Overland Park Inc. Kansas
Bed Bath & Beyond of Columbia Inc. Maryland
Bed Bath & Beyond of Annapolis Inc. Maryland
Bed Bath & Beyond of Rockville Inc. Maryland
Bed Bath & Beyond of Gaithersburg Inc. Maryland
Bed Bath & Beyond of Towson Inc. Maryland
Bed Bath & Beyond of Montgomery Inc. Maryland
Bed Bath & Beyond of Burlington Inc. Massachusetts
Bed Bath & Beyond of Worcester Inc. Massachusetts
Bed Bath & Beyond of Farmington Hills Inc. Michigan
Bed Bath & Beyond of Troy Inc. Michigan
Bed Bath & Beyond of Sterling Heights Inc. Michigan
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SUBSIDIARIES OF THE COMPANY (CONTINUED)
NAME STATE
Bed Bath & Beyond of Auburn Inc. Michigan
Bed Bath & Beyond of Northville Inc. Michigan
Bed Bath & Beyond of Westland Inc. Michigan
Bed Bath & Beyond of Independence Inc. Missouri
Bed Bath & Beyond of Watchung Inc. New Jersey
Bed Bath & Beyond of Fashion Center Inc. New Jersey
Bed n Bath of Flemington Inc. New Jersey
Bed n Bath of Lawrenceville Inc. New Jersey
Bed n Bath of Secaucus Inc. New Jersey
Bed n Bath of Cherry Hill Inc. New Jersey
Bed n Bath of Short Hills Inc. New Jersey
Bed n Bath of Paramus Inc. New Jersey
B & B of Seventeen Inc. New Jersey
Bed Bath & Beyond of Ellisburg Circle Inc. New Jersey
Bed Bath & Beyond of Albuquerque Inc. New Mexico
Bed Bath & Beyond of Manhasset Inc. New York
Bed Bath & Beyond of Five Towns Inc. New York
Bed Bath & Beyond of Farmingdale Inc. New York
Bed Bath & Beyond of Lake Grove Inc. New York
Bed Bath & Beyond of Colonie Inc. New York
Bed Bath & Beyond of Manhattan, Inc. New York
Bed Bath & Beyond of 110 Inc. New York
Bed Bath & Beyond of West Nyack Inc. New York
Bed n Bath of New York Inc. New York
Bed n Bath of Spring Valley Inc. New York
Bed n Bath of Huntington Inc. New York
Bed n Bath Inc. New York
Bed n Bath of Hartsdale Inc. New York
Bed n Bath Inc. New York
Bed n Bath of White Plains Inc. New York
Bed n Bath of Nanuet Inc. New York
B & B Warehouse Corp. New York
CBH of Great Neck Inc. New York
Bed Bath & Beyond of Beachwood Inc. Ohio
Bed Bath & Beyond of Westlake Inc. Ohio
Bed Bath & Beyond of Fair Lawn Inc. Ohio
Bed Bath & Beyond of Canton Inc. Ohio
Bed Bath & Beyond of Tulsa Inc. Oklahoma
Bed n Bath of Liberty Mills Inc. Pennsylvania
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SUBSIDIARIES OF THE COMPANY (CONTINUED)
NAME STATE
Bed Bath & Beyond of King of Prussia Inc. Pennsylvania
Bed Bath & Beyond of Memphis Inc. Tennessee
Bed Bath & Beyond of Addison Inc. Texas
Bed Bath & Beyond of Austin Inc. Texas
Bed Bath & Beyond of CP Dallas Inc. Texas
Bed Bath & Beyond of Meyerland Inc. Texas
Bed Bath & Beyond of Plano Inc. Texas
Baybrook Bed Bath & Beyond Inc. Texas
Katy Bed Bath & Beyond Inc. Texas
Stafford Bed Bath & Beyond Inc. Texas
Sunset Valley Bed Bath & Beyond Inc. Texas
West Oaks Bed Bath & Beyond Inc. Texas
Willowbrook Bed Bath & Beyond Inc. Texas
San Antonio Bed Bath & Beyond Inc. Texas
Bed Bath & Beyond of Charlottesville Inc. Virginia
Bed Bath & Beyond of Chesapeake Inc. Virginia
Bed Bath & Beyond of Fairfax Inc. Virginia
Bed Bath & Beyond of Fair City Inc. Virginia
Bed Bath & Beyond of Falls Church Inc. Virginia
Bed n Bath of Baileys Crossroads Inc. Virginia
Bed Bath & Beyond of Tyson's Corner Inc. Virginia
Bed Bath & Beyond of Virginia Beach Inc. Virginia
Bed Bath & Beyond of Auburn Inc. Washington