EXHIBIT 10.2
ASSUMPTION AGREEMENT, dated as of December 31, 2004, made by NBC
TEXTBOOKS LLC, a Delaware limited liability company (the "ADDITIONAL GRANTOR"),
in favor of JPMORGAN CHASE BANK, N.A., 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 :
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WHEREAS, NBC Holdings Corp. ("SUPERHOLDINGS"), 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 and restated as of December 10, 2003, as further
amended and restated as of March 4, 2004, as amended by the First Amendment,
dated as of August 6, 2004, and as amended by the Second Amendment, dated as of
October 20, 2004 (as further amended, supplemented or otherwise modified from
time to time, the "CREDIT AGREEMENT");
WHEREAS, in connection with the Credit Agreement, SuperHoldings,
Holdings, the Borrower and certain of their Affiliates (other than the
Additional Grantor) have entered into the Amended and Restated Guarantee and
Collateral Agreement, dated as of February 13, 1998, as amended and restated as
of December 10, 2003, and as further amended and restated as of March 4, 2004
(as further 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 Secured Parties;
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
1,3,4 and 5 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.
NBC TEXTBOOKS LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Treasurer
ANNEX 1-A
Supplement to SCHEDULE 1 - Notice Address of Additional Grantor
NBC Textbooks LLC
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▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attn: Senior Vice President of Operations
Supplement to SCHEDULE 3 - Filings and Other Actions Required to Perfect
Security Interests
UNIFORM COMMERCIAL CODE FILINGS
Grantor State Jurisdiction
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NBC Textbooks LLC DE Secretary of State
Supplement to SCHEDULE 4 - Location of Jurisdiction of Organization and Chief
Executive Office
Grantor's Name and Location of Chief Organizational ID
Jurisdiction of Organization Executive Office Number
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NBC Textbooks LLC, a Delaware Lincoln, Nebraska 3870612
limited liability company
Supplement to SCHEDULE 5 - Location of Inventory and Equipment
NBC Textbooks LLC has collateral at the following locations:
Location Number Entity Name/Location Address
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080-4 ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
081 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇