Exhibit 10.2
AMENDMENT Xx. 0
XXXXXXXXX XX. 0 dated as of December 28, 1996 between XXXXXX & XXXXX,
INC., a corporation duly organized and validly existing under the laws of the
State of Delaware (the "Company"); each of the Subsidiaries of the Company
identified under the caption "SUBSIDIARY GUARANTORS" on the signature pages
hereto (individually, a "Subsidiary Guarantor" and, collectively, the
"Subsidiary Guarantors" and, together with the Company, the "Obligors"); each of
the lenders named under the caption "Lenders" on the signature pages hereto
(individually, a "Lender" and, collectively, the "Lenders"); THE CHASE MANHATTAN
BANK, in its capacity as Swingline Bank under Section 2.01(c) of the Credit
Agreement (in such capacity, together with its successors in such capacity, the
"Swingline Bank"); and THE CHASE MANHATTAN BANK, as agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"Administrative Agent").
The Company, the Subsidiary Guarantors, the Lenders and the
Administrative Agent are parties to a Credit Agreement dated as of March 28,
1996 (as heretofore modified and supplemented and in effect on the date hereof,
the "Credit Agreement"), providing, subject to the terms and conditions thereof,
for extensions of credit (by making of loans and issuing letters of credit) to
be made by said Lenders to the Company in an aggregate principal or face amount
not exceeding $550,000,000. The Company, the Subsidiary Guarantors, the Lenders
and the Administrative Agent wish to amend the Credit Agreement in certain
respects and, accordingly, the parties hereto hereby agree as follows:
Section 1. Definitions. Except as otherwise defined in this
Amendment No. 1, terms defined in the Credit Agreement are used herein as
defined therein.
Section 2. Amendments. Subject to the satisfaction of the
conditions precedent specified in Section 5 below, but effective as of the date
hereof, the Credit Agreement shall be amended as follows:
2.01. Step-up in Revolving Credit Commitments.
(a) Section 2.01(a) of the Credit Agreement shall be amended by
replacing clauses (ii), (iii) and (iv) thereof with the following:
"(ii) the aggregate principal amount of all Revolving Credit
Loans, together with the aggregate amount of all Letter of Credit
Liabilities and the aggregate amount of all Swingline Loans, shall not,
without the prior consent of all of the Lenders, exceed $325,000,000
prior to the later of the following dates (the "1997 Step-up Date"):
(x) the date 15 days after the Lenders shall have
received the financial information required pursuant to
Section 9.01(b) hereof for the fiscal year ended on or about
January 31, 1997, and
(y) April 1, 1997; and
(iii) the aggregate principal amount of all Revolving Credit
Loans, together with the aggregate amount of all Letter of Credit
Liabilities and the aggregate amount of all Swingline Loans, shall not
exceed $325,000,000 on or after the 1997 Step-up Date, unless both of
the following conditions are satisfied:
(x) EBITDA for the fiscal year ending on or about
January 31, 1997 shall be at least equal to $175,000,000; and
(y) immediately prior to, and on, the 1997 Step-up
Date, no Default shall be continuing."
(b) Section 2.05(a) of the Credit Agreement (Commitment Fees) shall be
amended by deleting the reference therein to Section 2.01(a)(iv).
2.02. Investments in Unrestricted Subsidiaries. Clause (g) of
Section 9.08 shall be amended by deleting the number "$15,000,000" and
substituting in its place the number "$20,000,000".
2.03. Capital Expenditures. Section 9.11(a)(i) of the Credit
Agreement shall be amended by replacing the table therein with the following
table:
"Fiscal Year End Amount
January 31, 1997 $175,000,000
January 31, 1998 $150,000,000
January 31, 1999 $125,000,000
January 31, 2000 $150,000,000
January 31, 2001 $150,000,000; plus"
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Section 3. New Subsidiary Guarantor. Effective as of January 14, 1997
(the date of incorporation of Xxxxxx and Xxxxx Online, Inc. ("Online")), Online
shall be a Subsidiary Guarantor and an Obligor under the Credit Agreement and
each other Basic Document, and shall assume all obligations of a Subsidiary
Guarantor and Obligor under the Credit Agreement and each other Basic Document.
Section 4. Representations and Warranties. The Company represents and
warrants to the Lenders that the representations and warranties set forth in
Section 8 of the Credit Agreement are true and complete on the date hereof as if
made on and as of the date hereof (or, if such representation or warranty is
expressly stated to have been made as of a specific date, as of such specific
date) and as if each reference in said Section 8 to "this Agreement" included
reference to this Amendment No. 1.
Section 5. Conditions Precedent. As provided in Section 2 above, the
amendments to the Credit Agreement set forth in said Section 2 shall become
effective, as of the date hereof, upon the satisfaction of the following
conditions precedent:
5.01. Execution. This Amendment No. 1 shall have been duly executed
and delivered by each Obligor, the Administrative Agent and the Majority
Lenders, provided that the amendment set forth in Section 2.01 hereof shall not
become effective unless this Amendment No. 1 shall have been executed and
delivered by the Supermajority Lenders.
5.02. Online. The Administrative Agent shall have received the
documents described in Section 7.01(a) of the Credit Agreement with respect to
Online, together with the certificates evidencing the capital stock of Online,
duly endorsed in pledge to the Administrative Agent, and such duly executed
Uniform Commercial Code financing statements as the Administrative Agent shall
have requested in order to perfect the security interests in Property of Online
created pursuant to the Security Agreement.
Section 6. Miscellaneous. Except as herein provided, the Credit
Agreement shall remain unchanged and in full force and effect (except that each
reference in the Credit Agreement to "this Agreement" shall be deemed to be a
reference to the Credit Agreement as amended by this Amendment No. 1). This
Amendment No. 1 may be executed in any number of counterparts, all of which
taken together shall constitute one and the same amendatory instrument and any
of the parties hereto may execute this Amendment No. 1 by signing any such
counterpart. This Amendment No. 1 shall be governed by, and construed in
accordance with, the law of the State of New York.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to be duly executed and delivered as of the day and year first above written.
XXXXXX & NOBLE, INC.
By__________________________________
Title:
SUBSIDIARY GUARANTORS
X. XXXXXX BOOKSELLER, INC.
By__________________________________
Title:
XXXXXX & NOBLE SUPERSTORES, INC.
By__________________________________
Title:
MARBORO BOOKS CORP.
By__________________________________
Title:
DOUBLEDAY BOOK SHOPS, INC.
By__________________________________
Title:
CCI HOLDINGS, INC.
By__________________________________
Title:
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SUBSIDIARY GUARANTOR
XXXXXX AND XXXXX ONLINE, INC.
By__________________________________
Title:
LENDERS
THE CHASE MANHATTAN BANK
By__________________________________
Title:
CIBC INC.
By__________________________________
Title:
ING (U.S.) CAPITAL CORPORATION
By__________________________________
Title:
THE BANK OF NOVA SCOTIA
By__________________________________
Title:
FIRST UNION NATIONAL BANK
By__________________________________
Title:
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LENDERS
THE INDUSTRIAL BANK OF JAPAN, LIMITED
By__________________________________
Title:
COOPERATIEVE CENTRALE RAIFFEISEN-
BOERENLEENBANK B.A., "RABOBANK
NEDERLAND", New York Branch
By__________________________________
Title:
MELLON BANK, N.A.
By__________________________________
Title:
DEUTSCHE BANK AG, New York Branch
and/or Cayman Islands Branch
By__________________________________
Title:
CORESTATES BANK
By__________________________________
Title:
DG BANK DEUTSCHE GENOSSENSCHAFTSBANK
By__________________________________
Title:
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LENDERS
HIBERNIA NATIONAL BANK
By__________________________________
Title:
XXXXXX BANK LTD., New York Branch
By__________________________________
Title:
CREDIT LYONNAIS, New York Branch
By__________________________________
Title:
THE BANK OF NEW YORK
By__________________________________
Title:
BHF-BANK AKTIENGESELLSCHAFT
By__________________________________
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By__________________________________
Title:
SOCIETE GENERALE, New York Branch
By__________________________________
Title:
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LENDERS
THE SUMITOMO TRUST & BANKING CO., LTD.,
New York Branch
By__________________________________
Title:
SUMMIT BANK
By__________________________________
Title:
XXXXX FARGO BANK N.A.
By__________________________________
Title:
BANK OF TOKYO-MITSUBISHI, LIMITED,
New York Branch
By__________________________________
Title:
THE FUJI BANK, LIMITED,
New York Branch
By__________________________________
Title:
THE TORONTO-DOMINION BANK
By__________________________________
Title:
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LENDERS
ABN-AMRO BANK, N.V.
By__________________________________
Title:
UNITED STATES NATIONAL BANK OF OREGON
By__________________________________
Title:
FIRST HAWAIIAN BANK
By__________________________________
Title:
THE SUMITOMO BANK, LIMITED,
New York Branch
By__________________________________
Title:
IBJ XXXXXXXX BANK & TRUST COMPANY
By__________________________________
Title:
GIRO CREDIT BANK
AKTIENGESELLSCHAFT DER SPARKASSEN
By__________________________________
Title:
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SWINGLINE BANK
THE CHASE MANHATTAN BANK
By__________________________________
Title:
ADMINISTRATIVE AGENT
THE CHASE MANHATTAN BANK
By__________________________________
Title:
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