Supplemental Indenture, effective as of
January 26, 2009 (“ Supplemental Indenture
” or “ Guarantee ”), by and among Campus
Authentic LLC, a Delaware limited liability corporation (the
“ Guarantor ”), Nebraska Book Company, Inc., a
Kansas corporation (together with its successors and assigns, the
“ Company ”), each other then existing
Subsidiary Guarantor under the Indenture referred to below, and The
Bank of New York Mellon Trust Company, N.A. (f/k/a BNY Midwest
Trust Company), as Trustee under the Indenture referred to
below.
WHEREAS, the Company, the Subsidiary Guarantors
and the Trustee have heretofore executed and delivered an
Indenture, dated as of March 4, 2004 (as amended,
supplemented, waived or otherwise modified, the “
Indenture ”), providing for the issuance of an
aggregate principal amount of $175.0 million of 8 5/8% Senior
Subordinated Notes due 2012 of the Company (the “
Securities ”);
WHEREAS, Section 3.12 of the Indenture
provides that the Company is required to cause each Restricted
Subsidiary that guarantees Indebtedness under the Credit Agreement
to execute and deliver to the Trustee a Subsidiary Guarantee
pursuant to which such Subsidiary Guarantor will unconditionally
Guarantee, on a joint and several basis, the full and prompt
payment of the principal of, premium, if any, and interest on the
Securities on a senior subordinated basis; and
WHEREAS, pursuant to Section 9.1 of the
Indenture, the Trustee, the Subsidiary Guarantors and the Company
are authorized to execute and deliver this Supplemental Indenture
to amend the Indenture, without the consent of any
Securityholder;
NOW, THEREFORE, in consideration of the
foregoing and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the Guarantor, the
Company, the other Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the holders
of the Securities as follows:
SECTION 1.1 Defined Terms . As used in
this Subsidiary Guarantee, terms defined in the Indenture or in the
preamble or recital hereto are used herein as therein defined,
except that the term “Holders” in this Guarantee shall
refer to both the term “Holders” as defined in the
Indenture and the Trustee acting on behalf or for the benefit of
such Holders. The words “herein,” “hereof”
and “hereby” and other words of similar import used in
this Supplemental Indenture refer to this Supplemental Indenture as
a whole and not to any particular section hereof.
Agreement to be Bound;
Guarantee
SECTION 2.1 Agreement to be Bound . The
Guarantor hereby becomes a party to the Indenture as a Subsidiary
Guarantor and as such will have all of the rights and be subject to
all of the obligations and agreements of a Subsidiary Guarantor
under the Indenture. The Guarantor agrees to be bound by all of the
provisions of the Indenture applicable to a Subsidiary Guarantor
and to perform all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture.
SECTION 2.2 Guarantee . The Guarantor
hereby unconditionally guarantees, jointly and sever
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