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SECOND AMENDED AND RESTATED
REVOLVING CREDIT NOTE
$45,000,000 New York, New York
as of October 26, 1998
FOR VALUE RECEIVED, the undersigned (the "Borrower"), a New York corporation,
hereby unconditionally promises to pay to the order of THE CHASE MANHATTAN BANK
(the "Bank"), at the office of the Bank located at East ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ 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 State 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 Second 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 Second Amended and
Restated Revolving Credit Note and the Credit Agreement.
This Second 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 (as so amended, and as the same may
hereafter be amended, modified or supplemented from time to time, the "Credit
Agreement"; capitalized terms not otherwise defined in this Second 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., Bed
Bath & Beyond of California Limited Liability Company, BBBY Management
Corporation and the Bank.
This Second Amended and Restated Revolving Credit Note shall supersede and
replace, the Amended and Restated Revolving Credit Note dated as of October 1,
1995 of the undersigned to the order of Chemical Bank (the predecessor of the
Bank) (the "Prior Note") and shall not be considered a repayment or novation of
the Prior Note. This Second and Amended and Restated
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Revolving Credit Note shall continue the indebtedness of the undersigned to the
Bank under the Prior Note.
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 Second 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 YORK.
BED BATH & BEYOND INC.
By:
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Co-Chief-Executive Officer
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