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Exhibit 10.11
SECOND AMENDMENT (the "Second Amendment"), dated as of February 24,
1997, of a certain Credit Agreement dated as of October 26, 1994 (the
"Agreement"), as amended by a First Amendment dated October 1, 1995, 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").
WITNESSETH:
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, Chemical NY has changed its name to "The Chase Manhattan Bank"
("Chase"); 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:
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 amended to refer to
"Chase".
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(b) Subsection 9.16 of the Agreement is hereby amended by
deleting "Sunday" therefrom and by inserting "Saturday" in its place
and stead.
(c) Subsection 9.10 of the Agreement is hereby amended by
deleting "February 23, 1997" therefrom and by inserting "March 1, 1997"
in its place and stead.
(d) Subsection 1.1 of the Agreement is hereby amended by
deleting the definitions of "L/C Commitment", "Chemical NY Rate" and
"Chemical NY Rate Loans" and substituting the following:
" 'Chase' shall mean The Chase Manhattan Bank, a New York
banking corporation, which was formerly known as Chemical Bank.
" 'Chase Rate': the rate of interest publicly announced by
Chase from time to time in New York, New York as its prime rate."
" 'Chase Rate Loans': Loans, the rate of interest
applicable to which, is based upon the Chase rate."
" 'L/C Commitment': $15,000,000"
(e) Section 9.4 (c) is hereby amended in its entirety so that
such Section, as so amended, shall read as follows: "(c) Indebtedness
of the Credit Parties and any of their respective Subsidiaries in an
aggregate principal amount not exceeding $2,000,000 at any time
outstanding;"
(f) Section 14.2 of the Agreement is hereby amended by
deleting the notice provision for the Banks and the Agent and
substituting the following:
"Chase: The Chase Manhattan Bank
4 Campus Drive
Parsippany, New Jersey 07054
Attention: Valerie Schanzer, V.P.
Telecopy: (201) 734-1123
3. Representations and Warranties. To induce Chase to enter into this
Second 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 Second Amendment and to perform its
obligations under the Agreement, as amended by this Second 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 Second Amendment and the
performance of the Agreement, as amended by this Second 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 Second 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
Second 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 Second Amendment
and after giving effect thereto.
4. Effective Date. This Second Amendment shall become effective as of
February 24, 1997 when Chase shall have received counterparts of this Second
Amendment, duly executed by the respective parties thereto.
5. Counterparts. This Second 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 Second
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 Second 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 Second
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
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Title: Co-Chief Executive Officer
BED-N-BATH STORES, INC.
By: /s/ Warren Eisenberg
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Title: President
BBBL, INC.
By: /s/ Arthur Stark
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Title: President
BBBY MANAGEMENT CORPORATION
By: /s/ Warren Eisenberg
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Title: President
THE CHASE MANHATTAN BANK
By: /s/ Valerie Schanzer
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Title: Vice-President