Exhibit 10.2
ASSUMPTION AGREEMENT, dated as of July 1, 2002, made by Specialty
Books, Inc., a Delaware corporation (the "Additional Grantor"), in favor of
JPMORGAN CHASE BANK, formerly known as The Chase Manhattan Bank, 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 :
- - - - - - - - - -
WHEREAS, 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,
supplemented or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, in connection with the Credit Agreement, Holdings, the
Borrower and certain of their Affiliates (other than the Additional Grantor)
have entered into the Guarantee and Collateral Agreement, dated as of February
13, 1998 (as 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 Lenders;
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,
2 and 4 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.
SPECIALTY BOOKS, INC.
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: President
2
ANNEX A-1
SCHEDULE SUPPLEMENT TO GUARANTEE AND COLLATERAL AGREEMENT
Schedule 1- Notice Addresses of Guarantors
Specialty Books, Inc.
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Schedule 2- Description of Pledged Securities
Pledged Stock:
------------------------ --------------------- --------------------- ---------------------
Issuer Class of Stock Stock Certificate No. of Shares
No.
------------------------ --------------------- --------------------- ---------------------
Specialty Books, Inc. Common 1 100
------------------------ --------------------- --------------------- ---------------------
Pledged Notes:
------------------------------- ----------------------------- ----------------------------
Issuer Payee Principal Amount
------------------------------- ----------------------------- ----------------------------
None.
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Schedule 4- Location of Jurisdiction of Organization and Chief Executive Office
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Grantor's Name and Jurisdiction of Location of Chief Executive Office
Organization
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Specialty Books, Inc. Lincoln, Nebraska
a Delaware corporation
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