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Exhibit 10.2
Barnes & Noble, Inc.
122 Fifth Avenue
New York, NY 10011
Dated as of: August 10, 2004
Bank of America, N.A.
901 Main Street, 66th Floor
Dallas, Texas 75202
Attention: David A. Banmiller, Vice
President
Re:
Amendment to Loan Documents
Ladies and Gentlemen:
We refer
to the Revolving Credit Agreement dated as of May 22, 2002 (as
amended, the "EXISTING Agreement"), by and
among Barnes & Noble, Inc. ("B&N"),
the Banks (as defined below), certain other
lenders, and Fleet National Bank, as
administrative agent, as amended and
restated as of the date hereof by the
Amended and Restated Revolving Credit and
Term Loan Agreement (the
"RESTATEMENT"), by and among the borrowers
listed on the signature pages thereto
(collectively, the "BORROWERS"), the
lending institutions listed on the
signature pages thereto (collectively, the
"BANKS"), and Bank of America, N.A.,
(the "ADMINISTRATIVE AGENT"), as
administrative agent for itself and each other
Bank. In connection with the Restatement,
the Borrowers and the Administrative
Agent wish to amend the Loan Documents (as
defined below).
Terms used
in this letter of agreement (the "AMENDMENT") which are not
defined herein, but which are defined in
the Restatement, shall have the same
respective meanings herein as therein.
In
connection with the Restatement, we have requested you to make
certain
amendments to the Notes, if any, the
Letters of Credit (and related
documentation and agreements, including any
letter of credit application), the
Security Agreements, the Patent and
Trademark Security Agreements, the Pledge
Agreements, each Subsidiary Guaranty, the
Securities Collateral Pledge
Agreements, all other Subsidiary Security
Documents and other Security
Documents, together with all agreements and
other instruments contemplated
thereby (other than the Interest Rate
Protection Agreements) all certificates
delivered in connection therewith from time
to time and all schedules, exhibits
and annexes thereto, as any of the
foregoing may from time to time be amended
and in effect. You have advised us that you
are prepared and would be pleased to
make
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the amendments so requested by us on the
condition that we join with you in this
Amendment.
Accordingly, in consideration of these premises, the promises,
mutual
covenants and agreements contained in this
Amendment, and fully intending to be
legally bound by this Amendment, we hereby
agree with you as follows:
ARTICLE I
AMENDMENTS TO LOAN DOCUMENTS
Effective
as of August 10, 2004 (the "Amendment Date"), the Loan
Documents
are amended in each of the following
respects:
(a) The
term "Loan Documents" shall, wherever used in any of the Loan
Documents, be deemed to also mean and
include this Amendment.
(b) The
term "Loan Agreement" shall, wherever used in any of the Loan
Documents, be deemed to be a reference to
the "Restatement."
(c) The
terms "Default" and "Event of Default" shall, wherever used in
any
of the Loan Documents, be deemed to be a
reference to the definitions of
"Default" and "Event of Default" as such
terms are defined in the Restatement.
(d) The
term "Obligations" shall, wherever used in any of the Loan
Documents, be deemed to be a reference to
the definition of "Obligations" as
such term is defined in the Restatement.
The parties hereto acknowledge and
agree that the term "Obligations" in the
Restatement specifically includes all
obligations and indebtedness arising under
or in connection with the Term Loan
A.
(e) The
term "Borrower" shall, wherever used in any of the Loan
Documents,
be deemed to be a reference to the
definition of "Borrowers" as such term is
defined in the Restatement, as the context
may require.
(f) The
parties hereto acknowledge and agree that the Security
Documents
(as defined in the Restatement), and all of
the collateral referenced therein,
secure all of the Obligations (as defined
in the Existing Agreement) and all of
the Obligations (as defined in the
Restatement), including, without limitation,
all of the obligations and indebtedness
arising under or in connection with the
Term Loan A.
(f) Any
references in any Loan Document to the "Obligations of the
Borrower" or "performance of the Borrower's
covenants" shall be deemed to be a
reference to the " "Obligations of the
Borrowers" or "performance of the
Borrowers' covenants", respectively, as
such capitalized terms are defined in
the Restatement.
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(g) All
references in the Loan Documents (other than in any Subsidiary
Guaranty) to a "Subsidiary Guarantor" which
has become a Borrower under the
Restatement shall also mean such entity in
its capacity as a Borrower under the
Restatement.
(h)
Paragraph 9.01(h) in each Security Agreement is hereby amended in
its
entirety as follows:
"(h) The
Administrative Agent may retain and apply the Proceeds of any
disposition of Collateral, first, to the
payment of its reasonable expenses of
retaking, holding, protecting and
maintaining, and preparing for disposition and
disposing of, the Collateral, including
reasonable attorneys' fees and other
legal expenses incurred by it in connection
therewith; second, to the payment of
fees then due and payable
