0001634117-19-000004 Sample Contracts

SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT
Credit Agreement • March 5th, 2019 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York

This SECOND AMENDMENT, WAIVER AND CONSENT TO CREDIT AGREEMENT, dated as of March 1, 2019 (this “Amendment”), is by and among Bank of America, N.A., in its capacity as administrative agent and collateral agent for the Lenders, pursuant to the Credit Agreement defined below (in such capacity, the “Administrative Agent”), all of the lenders (collectively, the “Consenting Lenders”) under the Amended Credit Agreement (defined below), Barnes & Noble Education, Inc., a Delaware corporation (the “Lead Borrower”), and the other borrowers party hereto (collectively with the Lead Borrower, the “Borrowers” and the “Loan Parties”).

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