EXHIBIT 10.1
EXECUTION COPY
THIRD AMENDMENT
THIRD AMENDMENT, dated as of December 20, 2001 (this "THIRD
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 JPMORGAN CHASE BANK, a New York banking corporation (f/k/a The
Chase Manhattan Bank), 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 Required Lenders
amend the Credit Agreement as set forth herein;
WHEREAS, the Required 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 Required 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 7.8 (LIMITATION ON INVESTMENTS, LOANS AND
ADVANCES). Section 7.8(h) is hereby amended by deleting clauses (i) and (ii)
therefrom and substituting therefor the following: "(i) the aggregate purchase
price for all such acquisitions shall not exceed $20,000,000, excluding any
amounts attributed to acquisitions made prior to December 20, 2001, (ii)
[INTENTIONALLY OMITTED],".
3. 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 Third
Amendment, no Default or Event of Default has occurred and is continuing.
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4. EFFECTIVENESS. This Third Amendment shall become effective as
of the date upon which the Administrative Agent receives counterparts of this
Third Amendment duly executed by Holdings, the Borrower and the Required
Lenders.
5. CONTINUING EFFECT OF THE CREDIT AGREEMENT. This Third
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.
6. COUNTERPARTS. This Third 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. This Third Amendment may be delivered by
facsimile transmission of the relevant signature pages hereof.
7. GOVERNING LAW. THIS THIRD 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 Third
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: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President and Treasurer
NEBRASKA BOOK COMPANY, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Treasurer and CFO
JPMORGAN CHASE BANK,
as Administrative Agent and as a Lender
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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XXX XXXXXX
PRIME RATE INCOME TRUST
By: Xxx Xxxxxx Investment Advisory Corp.
By: /s/ Xxxxxx X. Xxxxxx
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Name: Xxxxxx X. Xxxxxx
Title: Executive Director
XXXXX CLO LTD. 2000-I, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
ELC (CAYMAN) LTD., as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
ELC (CAYMAN) LTD. 1999-II, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
ELC (CAYMAN) LTD. 1999-III, as a Lender
By: Institutional Debt Management, Inc.,
as Collateral Manager
By: /s/ Xxxxxxx Xxxxxx
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Name: Xxxxxxx Xxxxxx
Title: Vice President
XXXXXX FINANCIAL, INC.
By: XXXXXX FINANCIAL ASSET MANAGEMENT LLC
Authorized Agent
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: Vice President
National City Bank
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Name of Lender
By: /s/ Xxxxx X. Xxxxxx
----------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
-------------------------------------
Name of Lender
Xxxxx Fargo Bank, N.A.
By: /s/ Xxxxxxxx X. Xxxxxxxxx, III
------------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx, III
Title: Vice President
