EXECUTION COPY
SECOND AMENDMENT AND WAIVER
SECOND AMENDMENT AND WAIVER, dated as of April 27, 2000 (this
"AMENDMENT AND WAIVER"), 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 THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent for the Lenders (in such capacity, the
"ADMINISTRATIVE AGENT").
W I T N E S S E T H:
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WHEREAS, Holdings, the Borrower, the Lenders and the Administrative
Agent are parties to the Credit Agreement;
WHEREAS, the Borrower has requested that the Lenders amend and waive the
Credit Agreement as set forth herein;
WHEREAS, the Lenders and the Administrative Agent are willing to agree
to amend and waive 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 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 1.1 (DEFINED TERMS). Section 1.1 of the Credit
Agreement is hereby amended by adding the following definitions in their proper
alphabetical order:
"CAMPUSHUB": TheCampusHub.com, Inc., a Delaware corporation.
"CAMPUSHUB AGREEMENTS": the collective reference to the Equity Option
Agreement, the Management Services Agreement, the Master Transaction
Agreement, the Rights Agreement, the Stockholders and Optionholders
Agreement, the Software License Agreement and the Technology Licensing
Agreement.
"EQUITY OPTION AGREEMENT": the Equity Option Agreement, to be dated on
or about May 3, 2000, between CampusHub and the Borrower, substantially in
the form of Exhibit A hereto.
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"MANAGEMENT SERVICES AGREEMENT": the Management Services Agreement, to
be dated on or about May 3, 2000, between CampusHub and the Borrower,
substantially in the form of Exhibit B hereto.
"MASTER TRANSACTION AGREEMENT": the Master Transaction Agreement, to
be dated on or about May 3, 2000, between CampusHub and the Borrower,
substantially in the form of Exhibit C hereto.
"OPTION CERTIFICATE": the Option Certificate granted to the Borrower
pursuant to the Equity Option Agreement.
"RIGHTS AGREEMENT": the Rights Agreement, to be dated on or about May
3, 2000, between CampusHub, the Borrower, HWH Capital Partners, L.P. and
MSD Capital, L.P., substantially in the form of Exhibit D hereto.
"STOCKHOLDERS AND OPTIONHOLDERS AGREEMENT": the Stockholders and
Optionholders Agreement, to be dated on or about May 3, 2000, between
CampusHub, the Borrower, HWH Capital Partners, L.P. and MSD Capital, L.P.,
substantially in the form of Exhibit E hereto.
"SOFTWARE LICENSE AGREEMENT": the Software License Agreement, to be
dated on or about May 3, 2000, between CampusHub and the Borrower,
substantially in the form of Exhibit F hereto.
"TECHNOLOGY SALE AND LICENSE AGREEMENT": the Technology Sale and
License Agreement, to be dated on or about May 3, 2000, between CampusHub
and the Borrower, substantially in the form of Exhibit G hereto.
3. WAIVER OF SECTION 7.10 (LIMITATION ON TRANSACTIONS WITH AFFILIATES).
The Administrative Agent and the Required Lenders hereby expressly waive the
application of Section 7.10 of the Credit Agreement to the extent, and only to
the extent, necessary to permit the CampusHub Agreements and the transactions
contemplated thereby; PROVIDED that (i) the Borrower will not amend or waive, or
permit any amendment or waiver of, the CampusHub Agreements (x) in a manner
materially adverse to the Borrower or (y) which lengthens the term of the
Management Services Agreement, without the consent of the Required Lenders and
(ii) the CampusHub Agreements are consummated on or before September 30, 2000.
4. 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 Amendment and Waiver,
no Default or Event of Default has occurred and is continuing.
5. EFFECTIVENESS. This Amendment and Waiver shall become effective as of
the date upon which:
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(i) the Administrative Agent shall have received counterparts of
this Amendment and Waiver duly executed by Holdings, the Borrower and
the Required Lenders;
(ii) the CampusHub Agreements are executed substantially in the
form of Exhibits A through G, respectively; and
(iii) the Option Certificate, together with an undated stock
power covering such certificate duly executed in blank by the
Borrower, shall have been delivered to the Administrative Agent.
6. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Amendment and Waiver
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, Required 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.
7. COUNTERPARTS. This Amendment and Waiver may be executed by the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission), 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.
8. GOVERNING LAW. THIS AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Waiver 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:
Name:
Title:
NEBRASKA BOOK COMPANY, INC.
By:
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent and as a Lender
By:
Name:
Title:
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ABN AMRO BANK N.V.
By:________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: ___________________________________
Name:
Title:
ELC (CAYMAN) LTD.
By:____________________________________
Name:
Title:
EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management
as Investment Advisor
By:____________________________________
Name:
Title:
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THE FIRST NATIONAL BANK OF CHICAGO
By: ___________________________________
Name:
Title:
GENERAL ELECTRIC CAPITAL CORPORATION
By: ___________________________________
Name:
Title:
HELLER FINANCIAL, INC.
By: ___________________________________
Name:
Title:
NATIONAL CITY BANK
By: ___________________________________
Name:
Title:
SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:____________________________________
Name:
Title:
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SOCIETE GENERALE
By: ___________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By: ___________________________________
Name:
Title:
VAN KAMPEN PRIME RATE INCOME TRUST
By: ___________________________________
Name:
Title:
WELLS FARGO BANK NATIONAL ASSOCIATION
By: ___________________________________
Name:
Title:
EXHIBITS A THROUGH G TO THE SECOND AMENDMENT AND WAIVER HAVE BEEN OMITTED FOR
PURPOSES OF FILING EXHIBIT 10.1 TO THE FORM 10-Q FOR THE QUARTERLY PERIOD
ENDED JUNE 30, 2000. SUCH EXHIBITS WILL BE MADE AVAILABLE TO THE
SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.
