EXHIBIT 10.2
ASSUMPTION AGREEMENT, dated as of December 31, 2004, made by
NBC
TEXTBOOKS 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 :
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WHEREAS, NBC Holdings Corp. ("SUPERHOLDINGS"), NBC Acquisition
Corp. ("Holdings"), Nebraska Book Company,
Inc. (the "BORROWER"), the Lenders
and the Administrative Agent have entered
into a Credit Agreement, dated as of
February 13, 1998, as amended and restated
as of December 10, 2003, as further
amended and restated as of March 4, 2004,
as amended by the First Amendment,
dated as of August 6, 2004, and as amended
by the Second Amendment, dated as of
October 20, 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 Grant
