FIRST AMENDMENT TO THE CREDIT AGREEMENT
FIRST AMENDMENT, dated as of May 21, 1999 (this "First
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 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:
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 the
Credit Agreement as set forth herein;
WHEREAS, the 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 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 definition in proper
alphabetical order:
"1999 Acquisition": the acquisition by the Borrower of a chain of
16 off-campus college bookstores located in Texas, New Mexico and Arizona for an
aggregate purchase price not to exceed $15,500,000, plus or minus, as the case
may be, any amounts paid for changes in working capital prior to closing.
3. Amendment to Section 2.12 (Mandatory Prepayments and
Commitment Reductions). Section 2.12(a) of the Credit Agreement is hereby
amended by deleting such subsection in its entirety and substituting in lieu
thereof the following:
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(a) Unless the Required Prepayment Lenders shall otherwise agree,
if any Capital Stock shall be issued, or Indebtedness incurred, by
Holdings, the Borrower or any of their respective Subsidiaries, an
amount equal to 100% of the Net Cash Proceeds thereof shall be applied
on the date of such issuance or incurrence toward the prepayment of the
Term Loans and the reduction of the Revolving Credit Commitments as set
forth in Section 2.12(d); provided, however, that the foregoing
requirements of this paragraph (a) shall not apply to: (i) any Capital
Stock of Holdings issued to the Primary Investors in an aggregate amount
of up to $15,000,000 in order to finance Capital Expenditures and
acquisitions otherwise permitted by this Agreement, excluding the amount
referred to in the following clause (ii), (ii) the approximately
$10,000,000 equity contribution made in connection with the 1999
Acquisition, (iii) sales of Capital Stock of Holdings, after the Closing
Date, to directors, officers or employees of Holdings, the Borrower or
any Subsidiary in connection with permitted employee compensation and
incentive arrangements and (iv) any Indebtedness incurred in accordance
with Section 7.2 as in effect on the date of this Agreement.
4. Amendment to Section 7.8(h) (Limitation on Investments, Loans
and Advances). Section 7.8(h) is hereby amended by (a) inserting the words
"excluding any amounts attributed to acquisitions made prior to March 31, 1999,"
at the end of clause (i); (b) deleting clause (ii) therefrom and substituting
therefor the phrase "(ii) [RESERVED]"; and (c) deleting the period at the end
thereof and substituting therefor the symbol ";".
(b) Section 7.8 is hereby amended by adding the following
paragraphs (i) and (j) at the end thereof:
(i) the 1999 Acquisition, provided that (i) the aggregate
purchase price for the 1999 Acquisition does not exceed $15,500,000,
plus or minus, as the case may be, any amounts paid for changes in
working capital prior to closing, and at least $10,000,000 of such
purchase price is funded by new capital contributions made to Holdings,
which are, in turn, contributed by Holdings to the Borrower, (ii) no
Default or Event of Default shall have occurred and be continuing after
giving effect to the 1999 Acquisition (iii) no Indebtedness shall be
assumed by the Borrower or any of its Subsidiaries in connection with
the 1999 Acquisition except to the extent otherwise permitted by this
Agreement and (iv) the Borrower shall be in pro forma compliance with
the covenants set forth in Section 7.1 after giving effect to the 1999
Acquisition; and
(j) other investments in an aggregate amount not to exceed $5
million at any one time outstanding.
5. Waiver. The Required Lenders and Administrative Agent hereby
expressly waive the application of Section 2.12(a) of the Credit Agreement, as
in effect prior to the date hereof, with respect to the sale, prior to the date
hereof, of Capital Stock of Holdings to ▇▇▇▇▇ Major for Net Cash Proceeds in the
amount of $25,000.
6. 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 First
Amendment, no Default or Event of Default has occurred and is continuing.
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7. Effectiveness. This First Amendment shall become effective as
of the date upon which the Administrative Agent receives counterparts of this
First Amendment duly executed by Holdings, the Borrower, the Required Lenders
and the Required Prepayment Lenders.
8. Continuing Effect of the Credit Agreement. This First
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.
9. Counterparts. This First 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.
10. GOVERNING LAW. THIS FIRST AMENDMENT 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 First
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:________________________
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:
CERES FINANCE LTD.
By:_________________________
Name:
Title:
CREDIT AGRICOLE INDOSUEZ
By: __________________________
Name:
Title:
ELC (CAYMAN) LTD.
By:__________________________
Name:
Title:
▇▇▇▇▇ ▇▇▇▇▇ SENIOR INCOME TRUST
By: ▇▇▇▇▇ ▇▇▇▇▇ 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:
▇▇▇▇▇▇ FINANCIAL, INC.
By: ______________________________________
Name:
Title:
NATIONAL CITY BANK
By: ______________________________________
Name:
Title:
PILGRIM PRIME RATE TRUST
By:_______________________________________
Name:
Title:
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SENIOR DEBT PORTFOLIO
By: Boston Management and Research
as Investment Advisor
By:_______________________________________
Name:
Title:
SOCIETE GENERALE
By: ______________________________________
Name:
Title:
STRATA FUNDING LTD.
By: ______________________________________
Name:
Title:
U.S. BANK NATIONAL ASSOCIATION
By: ______________________________________
Name:
Title:
▇▇▇ ▇▇▇▇▇▇ PRIME RATE INCOME TRUST
By: ______________________________________
Name:
Title:
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WAREHOUSE HARTFORD
By:_______________________________________
Name:
Title:
▇▇▇▇▇ FARGO BANK NATIONAL ASSOCIATION
By: ______________________________________
Name:
Title:
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