March 3, 1997
Mr. and Mrs. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Dear Mr. and ▇▇▇. ▇▇▇▇▇▇:
Reference is made to the advised line of credit (the "Line of Credit") in the
amount of $100,000,000* that ▇▇▇▇▇▇ Guaranty Trust Company of New York
("▇▇▇▇▇▇") has agreed to extend to you.
This is to confirm our agreement that:
- Subject to its availability, the Line of Credit may be utilized by your
obtaining loans thereunder, each in principal amount of at least
$500,000.
- You shall give ▇▇▇▇▇▇ notice not later than (i) 12:00 p.m. (New York
City time) on the date of each Domestic Loan and (ii) the third business
day (as defined in the note evidencing loans under the Line of Credit)
before each Eurodollar Loan specifying (a) the date of such Loan, (b)
the principal amount of such Loan, (c) whether the Loan is to be a
Domestic Loan or a Eurodollar Loan and (d) if a Loan is a Eurodollar
Loan, the duration of the interest period elected with regard to the
loan (one, three, six or twelve months).
- Repayments of loans must be in the minimum amount of $500,000.
- So long as you shall be indebted to ▇▇▇▇▇▇ with regard to any loans
extended under the Line of Credit or the Line of Credit shall be in
existence:
- You shall maintain on deposit in your custody account no. 89318 (the
"Custody Account") at ▇▇▇▇▇▇ Guaranty collateral acceptable to
▇▇▇▇▇▇ having a lending value, as established by ▇▇▇▇▇▇ in its sole
discretion, at least equal to your outstanding obligations with
regard to the Line of Credit.
- You shall furnish to ▇▇▇▇▇▇ such information concerning your
financial condition as ▇▇▇▇▇▇ shall reasonably request, including
but not limited to financial statements on an annual basis.
- You shall not create any indebtedness to other than ▇▇▇▇▇▇ in
addition to that shown on your financial statement dated
December 31, 1995 that you have delivered to ▇▇▇▇▇▇ other than
(i) $1,000,000 in aggregate indebtedness from time to time
outstanding and (ii) indebtedness secured by a residential mortgage
not exceeding $7,000,000 in aggregate amount.
* This amount has been increased to $200,000,000.
- Shares of ▇▇▇▇▇▇ & Noble, Inc. purchased using the proceeds of the
initial loan under the Line of Credit shall be held in the Custody
Account and shall be registered for resale under the Securities Act
of 1933 not later than July 15, 1997.
- Loans under the Line of Credit shall be subject to ▇▇▇▇▇▇'▇ demand and
the demand tenor thereof shall not be affected by this letter. The Line
of Credit is not a committed lending facility and its availability shall
be subject to ▇▇▇▇▇▇'▇ discretion.
Please confirm your agreement with the contents of this letter by signing the
enclosed copy of this letter in the space below and returning it to the
undersigned.
Very truly yours,
▇▇▇▇▇▇ Guaranty Trust Company of New York
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
Vice President
Agreed to:
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
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