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Exhibit 10.1
SUBSIDIARY GUARANTEE
Supplemental Indenture, dated as of May 1, 2007 ("Supplemental
Indenture"
or "Guarantee"), by and among Net Textstore LLC, a Delaware
limited liability
corporation (the "Guarantor"), Nebraska Book Company, Inc.
(together with its
successors and assigns, the "Company"), each other then existing
Subsidiary
Guarantor under the Indenture referred to below, and BNY Midwest
Trust Company,
as Trustee under the Indenture referred to below.
W I T N E S S E T H:
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:
ARTICLE I
Definitions
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.
ARTICLE II
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
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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
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