Contract
Exhibit 10.18
ASSUMPTION AGREEMENT, effective as of January 26, 2009, made by CAMPUS AUTHENTIC LLC, a
Delaware limited liability company (the “Additional Grantor”), in favor of JPMORGAN CHASE
BANK, N.A., 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 Holdings Corp. (“SuperHoldings”), NBC Acquisition Corp.
(“Holdings”), Nebraska Book Company, Inc. (the “Borrower”), the Lenders, certain
financial institutions acting as agents and the Administrative Agent have entered into the Credit
Agreement, dated as of February 13, 1998, as amended and restated as of December 10, 2003, and as
further amended and restated as of March 4, 2004 (as further amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”);
WHEREAS, in connection with the Credit Agreement, SuperHoldings, Holdings, the Borrower and
certain of their Affiliates (other than the Additional Grantor) have entered into the Amended and
Restated Guarantee and Collateral Agreement, dated as of February 13, 1998, as amended and restated
as of December 10, 2003, and as further amended and restated as of March 4, 2004 (as further
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 Secured Parties;
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, 3, 4, 5 and 6 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.
CAMPUS AUTHENTIC LLC |
||||
By: | /s/ Xxxx X. Xxxxxx | |||
Name: | Xxxx X. Xxxxxx | |||
Title: | Chief Financial Officer, Treasurer and Assistant Secretary |
[Signature Page to Assumption Agreement]
Annex 1-A
Schedule 1
NOTICE ADDRESS OF ADDITIONAL GRANTOR
Campus Authentic LLC
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
0000 Xxxxx 00xx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Schedule 2
DESCRIPTION OF INVESTMENT PROPERTY
Pledged Stock: None.
Issuer | Class of Stock | Stock Certificate No. | No. of Shares | |||
Pledged Notes: None.
Issuer | Payee | Principal Amount | ||
Schedule 3
FILINGS AND OTHER ACTIONS REQUIRED TO PERFECT SECURITY INTERESTS
Uniform Commercial Code Filings
Grantor | State | Jurisdiction | ||
Campus Authentic LLC
|
DE | Secretary of State |
Schedule 4
LOCATION OF JURISDICTION OF ORGANIZATION AND CHIEF EXECUTIVE OFFICE
Grantor | Location | |
Campus Authentic LLC, a Delaware limited liability company | Jurisdiction of Organization : Delaware | |
Chief Executive Office: Lincoln, Nebraska | ||
Organizational ID Number: 3446488 |
Schedule 5
LOCATION OF INVENTORY AND EQUIPMENT
Grantor | Locations | |
Campus Authentic LLC |
0000 Xxxxx 00xx Xxxxxx |
|
Xxxxxxx, Xxxxxxxx 00000 |
Schedule 6
COPYRIGHTS AND COPYRIGHT LICENSES
None.
PATENTS AND PATENT LICENSES
None.
TRADEMARKS AND TRADEMARK LICENSES
Trademark | Serial No. | Registration No. | Jurisdiction | Owned by: | ||||
Campus Authentic |
77/105056 | 3328622 | U.S. Federal | Nebraska Book Company, Inc. |
Schedule 7
EXISTING PRIOR LIENS
None.