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.
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, t
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