On March 30, 2023, Bed Bath & Beyond Inc. entered into a waiver and amendment to that certain Amended and Restated Credit Agreement, dated as of August 9, 2021 (as amended or otherwise modified to date, including by that certain Third Amendment to Amended and Restated Credit Agreement and Waiver, dated as of March 6, 2023, the “ Credit Agreement” and as further amended by the Amendment, the “ Amended Credit Agreement”), with certain of the Company's US and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Sixth Street Specialty Lending Inc., as FILO agent (the “ FILO Agent”), and the lenders party thereto. The Amendment waived certain events of default under the Credit Agreement related to negative and affirmative covenants, including relating to the occurrence of a Funding Failure (as defined in the Credit Agreement without giving effect to the Amendment). The Amendment also revised provisions relating to the Equity Commitment (as defined in the Credit Agreement) to reflect the Purchase Agreement and the ATM Agreement (as defined below), including (i) the requirement to receive minimum Specified Equity Proceeds (as defined in the Amended Credit Agreement) as of the last day of any Equity Proceeds Testing Period (as defined in the Amended Credit Agreement), (ii) the implementation of reserves in relation thereto, and (iii) the result of an event of default in connection with an Equity Termination Event (as defined in the Amended Credit Agreement), in each case, as more specifically contemplated therein.

Additionally, under the Amendment, (i) the total revolving commitment was decreased from $565 million to $300 million, (ii) the letter of credit sublimit under the revolving credit facility was reduced from $225 million to $175 million, (iii) the Interest Payment Date (as defined in the Amended Credit Agreement) with respect to both term loans and revolving loans has been revised, in each case, to reflect monthly interest payments, and (iv) the Company, its US and Canadian subsidiaries party thereto, the Administrative Agent and FILO Agent have agreed to negotiate in good faith to enter into a consignment agreement following the closing of the Amendment. The Amendment also includes certain other amendments, modifications or supplements to certain other terms and provisions as more specifically contemplated therein. Under the Amended Credit Agreement, the Company is required to repay any outstanding revolving loans under the revolving credit facility or to cash collateralize any outstanding letters of credit with any net cash proceeds received pursuant to certain of the Equity Documents and to submit a monthly budget (with the next budget being due on May 1, 2023 and on the first business day of each calendar month thereafter) which shall be reasonably acceptable to the Administrative Agent and the FILO Agent.