EXHIBIT 99.2
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SECOND SUPPLEMENTAL INDENTURE
Dated as of __________ __, 2003
among
NEBRASKA BOOK COMPANY, INC.,
THE BANK OF NEW YORK,
as Trustee
and
the Guarantor named herein
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8 3/4% Senior Subordinated Notes
Due 2008
SECOND SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as
of ___________ __, 2003, among Nebraska Book Company, Inc., a Kansas corporation
(the "Company"), Specialty Books, Inc., a Delaware corporation (the
"Guarantor"), and The Bank of New York, as successor to United States Trust
Company of New York, as trustee under the Indenture referred to below (the
"Trustee").
W I T N E S S E T H:
WHEREAS, pursuant to the Indenture, dated as of February 13, 1998, and
amended on July 1, 2002, among the Company, the Guarantor, and the Trustee (as
so amended, the "Indenture"), the Company duly issued its 8 3/4% Senior
Subordinated Notes Due 2008 (the "Securities") in the aggregate principal amount
of $110 million;
WHEREAS, pursuant to Section 9.2 of the Indenture, the Company, the
Guarantor and the Trustee together, with the written consent of the Holders of
at least a majority in principal amount of the Securities, are authorized to
amend or supplement the Indenture as set forth in this Supplemental Indenture;
WHEREAS, the Company distributed a Consent Solicitation Statement,
dated October 6, 2003 (as amended, the "Consent Solicitation Statement"), in
order to, among other things, solicit consents (the "Consents") from the Holders
of the Securities to amendments to the Indenture; and
WHEREAS, the Company, the Guarantor and the Trustee desire and have
agreed to execute and deliver this Supplemental Indenture as herein provided and
all conditions and requirements necessary to make this Supplemental Indenture a
valid, binding and legal instrument in accordance with its terms have been
performed and fulfilled and the execution and delivery hereof have been in all
respects duly authorized by all necessary parties.
NOW, THEREFORE, for and in consideration of the premises contained
herein, it is mutually covenanted and agreed for the benefit of all Holders of
the Securities as follows:
Section 1. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.
Section 2. Section 1.1 of the Indenture is hereby amended as
follows:
(a) The definition of "Consolidated Interest Expense" is
amended by inserting the words "or the Transactions" following the word
"Recapitalization" appearing in the parenthetical phrase in clause (ii)
of such definition.
(b) The definition of "Consolidated Net Income" is
amended as follows:
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(i) by deleting "and (vi)" appearing therein and
replacing it with "; (vi)"; and
(ii) by adding the following new clause (vii)
after clause (vi):
"and (vii) any expenses, amortization and charges
related to the Transactions."
(c) The definition of "Permitted Liens" is amended as
follows:
(i) by deleting "and (p)" appearing therein and
replacing it with "; (p)"; and
(ii) by adding the following new clause (q) after
clause (p):
"; and (q) Liens securing Indebtedness and other
obligations under hedging agreements entered into
with any lender under the Credit Agreement (or an
Affiliate of any such lender) and cash management
services agreements with any lender under the Credit
Agreement (or an Affiliate of any such lender)."
(d) A new definition of "Transactions" is added
immediately following the definition of "TIA", to read in its entirety
as follows:
""Transactions" means, collectively, (a) entering
into credit facilities contemplated by that
commitment letter, dated September 30, 2003, to the
Company from X.X. Xxxxxx Securities Inc., JPMorgan
Chase Bank, Citicorp North America, Inc. and
Citigroup Global Markets Inc., (b) all Indebtedness
under the Credit Agreement, dated as of February 13,
1998, among Holdings, the Company, any guarantors
party thereto, JPMorgan Chase Bank, as administrative
agent for the lenders, and the lenders named therein,
as amended from time to time through [November __,
2003],1 is refinanced and/or repaid (including by
virtue of being deemed to be outstanding under the
credit facilities referred to in clause (a)), (c)
paying a dividend or making a distribution to, or
otherwise making advances to or other Investments in,
Holdings in an amount not to exceed $91.0 million to
permit Holdings to (i) purchase or redeem Holdings'
Capital Stock, including the purchase and
cancellation of employee stock options, and (ii) pay
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1 Date of Supplemental Indenture.
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fees and expenses related to the Transactions, (d)
obtaining the consent of the Holders of the
Securities to the amendment of the Indenture to
permit the Transactions, as further described in the
consent solicitation statement dated October 6, 2003,
and (e) obtaining the consent of the holders of the
Holdings Senior Discount Debentures to the amendment
of the indenture under which such debentures were
issued to permit the Transactions, as further
described in the consent solicitation statement dated
October 6, 2003."
Section 3. Section 3.5(b) of the Indenture is amended as
follows:
(a) by deleting "and (viii)" appearing therein and
replacing it with "(viii)"; and
(b) by adding the following new clause (ix) after clause
(viii):
"and (ix) to the extent that Restricted Payments are
not permitted by Section 3.5(a), Restricted Payments
made as part of or in connection with the
Transactions; PROVIDED, HOWEVER, that the aggregate
amount of Restricted Payments made as part of or in
connection with the Transactions pursuant to Section
3.5(a) and this clause (ix) shall not exceed $91.0
million; and PROVIDED, FURTHER, that that any such
Restricted Payments made pursuant to this clause (ix)
shall be excluded in the calculation of the amount of
Restricted Payments."
Section 4. The Company and the Guarantor agree that the Trustee
is permitted to place a notation about this Supplemental Indenture on the Notes
in accordance with the provisions of Section 9.5 of the Indenture.
Section 5. The Trustee accepts this Supplemental Indenture and
agrees to execute the trust created by the Indenture as hereby supplemented, but
only upon the terms and conditions set forth in the Indenture, including the
terms and provisions defining and limiting the liabilities and responsibilities
of the Trustee, which terms and provisions shall in like manner define and limit
its liabilities and responsibilities in the performance of the trust created by
the Indenture as hereby supplemented.
Section 6. The Indenture, supplemented as hereinabove set forth,
is in all respects ratified and confirmed, and the terms and conditions thereof,
supplemented as hereinabove set forth, shall be and remain in full force and
effect.
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Section 7. The recitals contained in this Supplemental Indenture
shall be taken as the statements made solely by the Company and the Guarantor,
and the Trustee shall have no liability or responsibility for their correctness
and, without limiting the generality of the foregoing, the Trustee shall not be
responsible in any manner whatsoever for or with respect to (i) the validity or
sufficiency of this Supplemental Indenture or any of the terms or provisions
hereof, (ii) the proper authorization hereof by the Company and the Guarantor by
corporate action or otherwise, (iii) the due execution hereof by the Company and
the Guarantor or (iv) the consequences (direct or indirect and whether
deliberate or inadvertent) of any amendment herein provided for, and the Trustee
makes no representation with respect to any such matters.
Section 8. The amendments set forth in Sections 2 and 3 above
will only become operative on the date (the "Operative Date") on which (i) the
credit facilities contemplated by the commitment letter, dated September 30,
2003, to the Company from X.X. Xxxxxx Securities Inc., JPMorgan Chase Bank,
Citicorp North America, Inc. and Citigroup Global Markets Inc. are entered into
and are in full force and effect, (ii) all Indebtedness under the Credit
Agreement, dated as of February 13, 1998 among Holdings, the Company, any
guarantors party thereto, JPMorgan Chase Bank, as administrative agent for the
lenders, and the lenders named therein, as amended from time to time through the
date hereof, is refinanced and/or repaid (including by virtue of being deemed to
be outstanding under the credit facilities referred to in clause (i)), (iii)
Holdings has obtained the consent of the holders of the Holdings Senior Discount
Debentures to the amendment of the indenture governing the Holdings Senior
Discount Debentures to permit the Transactions, as further described in the
Consent Solicitation Statement, dated October 6, 2003 (the "Holdings Consent
Solicitation Statement"), and (iv) Holdings and The Bank of New York, as
trustee, have entered into a supplement indenture to the indenture governing the
Holdings Senior Discount Debentures to give effect to the amendments described
in the Holdings Consent Solicitation Statement. Any Consent Fees (as defined in
the Consent Solicitation Statement) payable to holders of Securities as
consideration for their Consents pursuant to the Consent Solicitation Statement
shall not be payable unless and until the Operative Date occurs. If the
Operative Date does not occur by [January 2, 2004],2 then the amendments set
forth in Sections 2 and 3 shall have no effect, the Indenture shall be amended
without any further action so that it reads the same as it did immediately prior
to the date hereof and no Consent Fees shall be payable by the Company.
SECTION 9. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
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2 90 days after the Record Date.
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Section 10. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first written above.
NEBRASKA BOOK COMPANY, INC.
By:
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Name:
Title:
THE BANK OF NEW YORK
By:
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Name:
Title:
Guarantor:
SPECIALTY BOOKS, INC.
By:
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Name:
Title:
