Third Amendment to Credit Agreement among NBC Acquisition Corp., Nebraska Book Company, Inc., Lenders, and JPMorgan Chase Bank

Summary

This amendment updates the existing Credit Agreement between NBC Acquisition Corp., Nebraska Book Company, Inc., several lenders, and JPMorgan Chase Bank. The main change limits the aggregate purchase price for certain acquisitions to $20 million, excluding amounts from acquisitions before December 20, 2001. The amendment confirms that all other terms of the Credit Agreement remain in effect and becomes effective once signed by all required parties. The agreement is governed by New York law.

EX-10.1 THIRD AMENDM 3 exhibit.txt EXHIBIT 10.1 EXECUTION COPY THIRD AMENDMENT THIRD AMENDMENT, dated as of December 20, 2001 (this "THIRD AMENDMENT"), to the Credit Agreement, dated as of February 13, 1998 (as amended, supplemented, or otherwise modified from time to time, the "CREDIT AGREEMENT"), among NBC ACQUISITION CORP., a Delaware corporation ("HOLDINGS"), NEBRASKA BOOK COMPANY, INC., a Kansas corporation (the "BORROWER"), the several banks and other financial institutions or entities from time to time parties thereto (the "LENDERS") and JPMORGAN CHASE BANK, a New York banking corporation (f/k/a The Chase Manhattan Bank), as administrative agent for the Lenders (in such capacity, the "ADMINISTRATIVE AGENT"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Holdings, the Borrower, the Lenders and the Administrative Agent are parties to the Credit Agreement; WHEREAS, the Borrower has requested that the Required Lenders amend the Credit Agreement as set forth herein; WHEREAS, the Required Lenders and the Administrative Agent are willing to agree to such amendment to the Credit Agreement, subject to the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, Holdings, the Borrower, the Required Lenders and the Administrative Agent hereby agree as follows: 1. DEFINED TERMS. Unless otherwise defined herein, capitalized terms which are defined in the Credit Agreement are used herein as therein defined. 2. AMENDMENT TO SECTION 7.8 (LIMITATION ON INVESTMENTS, LOANS AND ADVANCES). Section 7.8(h) is hereby amended by deleting clauses (i) and (ii) therefrom and substituting therefor the following: "(i) the aggregate purchase price for all such acquisitions shall not exceed $20,000,000, excluding any amounts attributed to acquisitions made prior to December 20, 2001, (ii) [INTENTIONALLY OMITTED],". 3. REPRESENTATIONS AND WARRANTIES. Each of Holdings and the Borrower hereby confirms, reaffirms and restates the representations and warranties set forth in Section 4 of the Credit Agreement. Each of Holdings and the Borrower represents and warrants that, after giving effect to this Third Amendment, no Default or Event of Default has occurred and is continuing. 2 4. EFFECTIVENESS. This Third Amendment shall become effective as of the date upon which the Administrative Agent receives counterparts of this Third Amendment duly executed by Holdings, the Borrower and the Required Lenders. 5. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Third Amendment shall not constitute an amendment of any other provision of the Credit Agreement not expressly referred to herein and shall not be construed as a waiver or consent to any further or future action on the part of any Loan Party that would require a waiver or consent of the Lenders or the Administrative Agent. Except as expressly amended hereby, the provisions of the Credit Agreement are and shall remain in full force and effect. 6. COUNTERPARTS. This Third Amendment may be executed by the parties hereto in any number of separate counterparts, each of which shall be deemed to be an original, and all of which taken together shall be deemed to constitute one and the same instrument. This Third Amendment may be delivered by facsimile transmission of the relevant signature pages hereof. 7. GOVERNING LAW. THIS THIRD AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 3 IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered in New York, New York by their respective proper and duly authorized officers as of the day and year first above written. NBC ACQUISITION CORP. By: /s/ Alan G. Siemek ---------------------------------- Name: Alan G. Siemek Title: Vice President and Treasurer NEBRASKA BOOK COMPANY, INC. By: /s/ Alan G. Siemek ---------------------------------- Name: Alan G. Siemek Title: Treasurer and CFO JPMORGAN CHASE BANK, as Administrative Agent and as a Lender By: /s/ Robert A. Krasnow ---------------------------------- Name: Robert A. Krasnow Title: Vice President 4 VAN KAMPEN PRIME RATE INCOME TRUST By: Van Kampen Investment Advisory Corp. By: /s/ Darvin D. Pierce ---------------------------------- Name: Darvin D. Pierce Title: Executive Director TRYON CLO LTD. 2000-I, as a Lender By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ Michael Audino ---------------------------------- Name: Michael Audino Title: Vice President ELC (CAYMAN) LTD., as a Lender By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ Michael Audino ---------------------------------- Name: Michael Audino Title: Vice President ELC (CAYMAN) LTD. 1999-II, as a Lender By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ Michael Audino ---------------------------------- Name: Michael Audino Title: Vice President ELC (CAYMAN) LTD. 1999-III, as a Lender By: Institutional Debt Management, Inc., as Collateral Manager By: /s/ Michael Audino ---------------------------------- Name: Michael Audino Title: Vice President HELLER FINANCIAL, INC. By: HELLER FINANCIAL ASSET MANAGEMENT LLC Authorized Agent By: /s/ Julia F. Maslanka ---------------------------------- Name: Julia F. Maslanka Title: Vice President National City Bank ---------------------------------- Name of Lender By: /s/ Peter W. Richer ---------------------------------- Name: Peter W. Richer Title: Vice President ------------------------------------- Name of Lender Wells Fargo Bank, N.A. By: /s/ Reginald M. Goldsmith, III ------------------------------------ Name: Reginald M. Goldsmith, III Title: Vice President