WAIVER AGREEMENT

Exhibit 10.1

WAIVER AGREEMENT

This Waiver (this “ Waiver ”) dated as of December 5, 2006, is made by and among BARNES & NOBLE, INC., a Delaware corporation (“ B&N ” and a “ Borrower ”), CERTAIN SUBSIDIARIES OF B&N, as Designated Co-Borrowers (each a “ Borrower ”, and collectively with B&N, the “ Borrowers ”), BANK OF AMERICA, N.A., a national banking association organized and existing under the laws of the United States (“ Bank of America ”), in its capacity as administrative agent for the Lenders (as defined in the Credit Agreement described below) (in such capacity, the “ Administrative Agent ”), the Lenders under such Credit Agreement (collectively, the “ Lenders ”) and each of the Guarantors (as defined in the Credit Agreement) signatory hereto.

W I T N E S S E T H:

WHEREAS , the Borrowers, the Administrative Agent, Bank of America, as Swing Line Lender and L/C Issuer, JPMorgan Chase Bank, N.A., as Syndication Agent, Citicorp USA, Inc., ING Capital LLC, SunTrust Bank, and Wachovia Bank, National Association, as Documentation Agents, and the Lenders have entered into that certain Credit Agreement dated as of June 17, 2005 (as amended prior to the date hereof and as the same may hereafter be amended or modified in accordance with the terms thereof, the “ Credit Agreement ”; capitalized terms used in this Waiver not otherwise defined herein shall have the respective meanings given thereto in the Credit Agreement), pursuant to which the Lenders have made available to the Borrowers a revolving credit facility with letter of credit and swing line subfacilities; and

WHEREAS , each of the Guarantors has entered into the Subsidiary Guaranty Agreement pursuant to which it has guaranteed the payment and performance of the obligations of the Borrowers under the Credit Agreement and the other Loan Documents; and

WHEREAS , B&N has advised the Administrative Agent and the Lenders that, in connection with and as a result of the current status of various investigations into certain options granting practices, all as more particularly described in the filings of B&N with the SEC (as so described, the “Options Inquiry” ), B&N will not make a timely filing of its quarterly report required to be filed with the SEC on Form 10-Q for the fiscal period ending October 28, 2006, and will be unable to deliver the certificate of a Responsible Officer as to the interim unaudited financial statements for such period as required by Section 6.01(b) of the Credit Agreement; and

WHEREAS , the Borrower has requested that the Administrative Agent and the Lenders waive for the period specified below certain certification requirements and potential defaults relating to the continuation of the Options Inquiry;

NOW, THEREFORE , in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

Events of Default under the Credit Agreement and the Subsidiary Guaranty Agreement (collectively, the “Waived Items” ):

(a)          with respect to the delivery of the unaudited consolidated financial statements of B&N and its Subsidiaries as at and for the period ended October 28, 2006 and the related certifications as required by Sections 6.01(b) and 6.02(b) with respect thereto, the required certification by a Responsible Officer is waived solely to the extent so as to permit such certification to be qualified, as to the information contained on the consolidated balance sheet and consolidated statement of shareholders’ equity, for potential adjustments thereto arising solely from the results of the Options Inquiry; and

(b)          the provisions of Section 4.02(a) relating to financial statements referred to (or deemed by such Section 4.02(a) to be referred to) in Section 5.05 , and the provisions of Section 4.02(b) insofar as they relate to any representation, warranty, report or certification as to financial statements referred to in Sections 5.05 or 6.01 , are waived solely with respect to Credit Extensions occurring between the date hereof and the 10-K Certification Date (as defined below) and solely to the extent so as to permit such conditions to Credit Extensions to be satisfied notwithstanding potential adjustments, arising solely from the results of the Options Inquiry, to the consolidated balance sheet and consolidated statement of shareholders’ equity included in such financial statements or in the financial statements referred to in any such representation, warranty, report or certification;

provided , in each case, that immediately upon the expiration or termination of the Waiver Period, the Waived Items shall be and become, without any further action or notice whatsoever, immediately reinstated and in full force and effect, and the Administrative Agent and the Lenders shall have all the rights, powers and privileges to take such action as they may be permitted to take under the Credit Agreement and the Subsidiary Guaranty Agreement or otherwise at law or in equity to the same extent as if the waivers herein provided had never been in effect unless (i) prior to such expiration or termination B&N has (x) delivered to the Administrative Agent and the Lenders such financial statements, auditors’ reports, opinions and certifications, and other certificates and information with respect to its fiscal year ending February 3, 2007 as are required by (and in full compliance with) Sections 6.01 and 6.02 of the Credit Agreement, (y) filed its annual report on Form 10-K for its fiscal year ending February 3, 2007 with the SEC on or by the date such filing is due, and (z) otherwise complied with the undertakings in this Waiver, and (ii) no other Event of Default exists, in which case the Waived Items s