Assumption Agreement by Specialty Books, Inc. in Favor of JPMorgan Chase Bank (July 1, 2002)

Summary

This agreement, dated July 1, 2002, is between Specialty Books, Inc. and JPMorgan Chase Bank, acting as administrative agent for a group of lenders. Specialty Books, Inc. agrees to become a party to an existing Guarantee and Collateral Agreement related to a Credit Agreement involving Nebraska Book Company, Inc. and others. By signing, Specialty Books, Inc. assumes all obligations and liabilities as a grantor under the Guarantee and Collateral Agreement, providing additional security for the lenders. The agreement is governed by New York law.

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EX-10.2 4 ex10-2.txt ASSUMPTION AGREEMENT Exhibit 10.2 ASSUMPTION AGREEMENT, dated as of July 1, 2002, made by Specialty Books, Inc., a Delaware corporation (the "Additional Grantor"), in favor of JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank, as administrative agent (in such capacity, the "Administrative Agent") for the banks and other financial institutions (the "Lenders") parties to the Credit Agreement referred to below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement. W I T N E S S E T H : - - - - - - - - - - WHEREAS, NBC Acquisition Corp. ("Holdings"), Nebraska Book Company, Inc. (the "Borrower"), the Lenders and the Administrative Agent have entered into a Credit Agreement, dated as of February 13, 1998 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"); WHEREAS, in connection with the Credit Agreement, Holdings, the Borrower and certain of their Affiliates (other than the Additional Grantor) have entered into the Guarantee and Collateral Agreement, dated as of February 13, 1998 (as amended, supplemented or otherwise modified from time to time, the "Guarantee and Collateral Agreement") in favor of the Administrative Agent for the benefit of the Lenders; WHEREAS, the Credit Agreement requires the Additional Grantor to become a party to the Guarantee and Collateral Agreement; and WHEREAS, the Additional Grantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee and Collateral Agreement; NOW, THEREFORE, IT IS AGREED: 1. Guarantee and Collateral Agreement. By executing and delivering this Assumption Agreement, the Additional Grantor, as provided in Section 8.15 of the Guarantee and Collateral Agreement, hereby becomes a party to the Guarantee and Collateral Agreement as a Grantor thereunder with the same force and effect as if originally named therein as a Grantor and, without limiting the generality of the foregoing, hereby expressly assumes all obligations and liabilities of a Grantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the information set forth in Schedules 1, 2 and 4 to the Guarantee and Collateral Agreement. The Additional Grantor hereby represents and warrants that each of the representations and warranties contained in Section 4 of the Guarantee and Collateral Agreement is true and correct on and as the date hereof (after giving effect to this Assumption Agreement) as if made on and as of such date. 2. GOVERNING LAW. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. IN WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written. SPECIALTY BOOKS, INC. By: /s/ Mark W. Oppegard ------------------------- Name: Mark W. Oppegard Title: President 2 ANNEX A-1 SCHEDULE SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT
Schedule 1- Notice Addresses of Guarantors Specialty Books, Inc. 4700 South 19th Street Lincoln, Nebraska 68512 Schedule 2- Description of Pledged Securities Pledged Stock: - ------------------------ --------------------- --------------------- --------------------- Issuer Class of Stock Stock Certificate No. of Shares No. - ------------------------ --------------------- --------------------- --------------------- Specialty Books, Inc. Common 1 100 - ------------------------ --------------------- --------------------- --------------------- Pledged Notes: - ------------------------------- ----------------------------- ---------------------------- Issuer Payee Principal Amount - ------------------------------- ----------------------------- ---------------------------- None. - ------------------------------- ----------------------------- ---------------------------- Schedule 4- Location of Jurisdiction of Organization and Chief Executive Office - ---------------------------------------------- ------------------------------------------- Grantor's Name and Jurisdiction of Location of Chief Executive Office Organization - ---------------------------------------------- ------------------------------------------- Specialty Books, Inc. Lincoln, Nebraska a Delaware corporation - ---------------------------------------------- -------------------------------------------