STANDBY, SECURITIES PURCHASE AND DEBT CONVERSION AGREEMENTSecurities Purchase and Debt Conversion Agreement • April 16th, 2024 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
This STANDBY, SECURITIES PURCHASE AND DEBT CONVERSION AGREEMENT (this “Agreement”), dated as of April 16, 2024, is made by and among Barnes & Noble Education, Inc. , a Delaware corporation (the “Company”), Toro 18 Holdings LLC, a Delaware limited liability company (“Investor”), Vital Fundco, LLC (“Vital”), and TopLids LendCo, LLC (“TopLids” and, together with Vital, the “Lien Purchasers”), Outerbridge Capital Management, LLC, a Delaware limited liability company (“Outerbridge”) and Selz Family 2011 Trust (“Selz” and together with Outerbridge, the “Standby Purchasers”). Investor, Vital, TopLids and each of the Standby Purchasers is each referred to individually as a “Purchaser” and, together, as the “Purchasers”.
BARNES & NOBLE EDUCATION, INC. Basking Ridge, New Jersey 07920Barnes & Noble Education, Inc. • April 16th, 2024 • Retail-miscellaneous shopping goods stores
This letter agreement reflects the agreement between you and Barnes & Noble Education, Inc. (the “Company”) regarding certain employment matters.
TWELFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 16th, 2024 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 3, 2015, among BARNES & NOBLE EDUCATION, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and TRUIST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents.
