Exhibit 10.1
SUBSIDIARY GUARANTEE
This Supplemental Indenture, dated as of July 1, 2002 (this
"Supplemental Indenture" or "Guarantee"), among Specialty Books, Inc. (the
"Guarantor"), Nebraska Book Company, Inc. (together with its successors and
assigns, the "Company"), and The Bank of New York, as Trustee under the
Indenture referred to below.
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Company and the Trustee have heretofore executed and
delivered an Indenture, dated as of February 13, 1998 (as amended, supplemented,
waived or otherwise modified, the "Indenture"), providing for the issuance of an
aggregate principal amount of $110.0 million of 8 3/4% Senior Subordinated Notes
due 2008 of the Company (the "Securities");
WHEREAS, Section 3.12 of the Indenture provides that the Company
is required to cause each Restricted Subsidiary created or acquired by the
Company 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
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 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 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
GUARANTEE
Section 2.1 Guarantee. The Guarantor hereby fully,
unconditionally and irrevocably guarantees, as primary obligor and not merely as
surety, jointly and severally with each other Subsidiary Guarantor, to each
Holder of the Securities the full and punctual payment when due, whether at
maturity, by acceleration, by redemption or otherwise, of the principal of,
premium, if any, and interest on the Securities (all the foregoing being
hereinafter collectively called the "Obligations"). The Guarantor further agrees
(to the extent permitted by law) that the Obligations may be extended or
renewed, in whole or in part, without notice or further assent from it, and that
it will remain bound under this Article II notwithstanding any extension or
renewal of any obligation.
The Guarantor waives presentation to, demand of payment from and
protest to the Company of any of the Obligations and also waives notice of
protest for nonpayment. The Guarantor waives notice of any default under the
Securities or the Obligations. The obligations of the Guarantor hereunder shall
not be affected by (a) the failure of any Holder to assert any claim or demand
or to enforce any right or remedy against the Company or any other person under
the Indenture, the Securities or any other agreement or otherwise; (b) any
extension or renewal of any thereof; (c) any rescission, waiver, amendment or
modification of any of the terms or provisions of the Indenture, the Securities
or any other agreement; (d) the release of any security held by any Holder or
the Trustee for the obligations or any of them; (e) the failure of any Holder to
exercise any right or remedy against any other Subsidiary Guarantor; or (f) any
change in the ownership of the Company.
The Guarantor further agrees that its Guarantee herein
constitutes a guarantee of payment when due (and not a guarantee of collection)
and waives any right to require that any resort be had by any Holder to any
security held for payment of the Obligations.
The Guarantee of the Guarantor is, to the extent and in the
manner set forth in Article III, subordinated and subject in right of payment to
the prior payment in full of all Guarantor Senior Indebtedness of the Guarantor
and this Guarantee is made subject to such provisions of this Guarantee.
The obligations of the Guarantor hereunder shall not be subject
to any reduction, limitation, impairment or termination for any reason (other
than payment of the obligations in full), including any claim of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense of setoff, counterclaim, recoupment or termination whatsoever or by
reason of the invalidity, illegality or unenforceability of the Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
the Guarantor herein shall not be discharged or impaired or otherwise affected
by the failure of any Holder to assert any claim or demand or to enforce any
remedy under the Indenture, the Securities or any other agreement, by any waiver
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or modification of any thereof, by any default, failure or delay, willful or
otherwise, in the performance of the obligations, or by any other act or thing
or omission or delay to do any other act or thing which may or might in any
manner or to any extent vary the risk of the Guarantor or would otherwise
operate as a discharge of the Guarantor as a matter of law or equity.
The Guarantor further agrees that its Guarantee herein shall
continue to be effective or be reinstated, as the case may be, if at any time
payment, or any part thereof, of principal of or interest on any of the
Obligations is rescinded or must otherwise be restored by any Holder upon the
bankruptcy or reorganization of the Company or otherwise.
In furtherance of the foregoing and not in limitation of any
other right which any Holder has at law or in equity against the Guarantor by
virtue hereof, upon the failure of the Company to pay any of the Obligations
when and as the same shall become due, whether at maturity, by acceleration, by
redemption or otherwise, the Guarantor hereby promises to and will, upon receipt
of written demand by the Trustee, forthwith pay, or cause to be paid, in cash,
to the Holders an amount equal to the sum of (i) the unpaid amount of such
obligations then due and owing and (ii) accrued and unpaid interest on such
Obligations then due and owing (but only to the extent not prohibited by law).
The Guarantor further agrees that, as between the Guarantor, on
the one hand, and the Holders, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in the Indenture
for the purposes of the Guarantee herein, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby and (y) in the event of any such declaration of acceleration
of such Obligations, such Obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantor for the purposes of this
Guarantee.
The Guarantor also agrees to pay any and all reasonable costs and
expenses (including reasonable attorneys, fees) incurred by the Trustee or the
Holders in enforcing any rights under this Section.
Section 2.2 Limitation on Liability; Termination, Release and
Discharge. The obligations of the Guarantor hereunder will be limited to the
maximum amount as will, after giving effect to all other contingent and fixed
liabilities of the Guarantor (including, without limitation, any guarantees
under the Credit Agreement) and after giving effect to any collections from or
payments made by or on behalf of any other Subsidiary Guarantor in respect of
the obligations of such other Subsidiary Guarantor under its Subsidiary
Guarantee or pursuant to its contribution obligations under the Indenture or as
set forth below, result in the obligations of the Guarantor under this Guarantee
not constituting a fraudulent conveyance or fraudulent transfer under federal or
state law.
The Guarantor may consolidate with or merge into or sell its
assets to the Company or another Subsidiary Guarantor without limitation. The
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Guarantor may consolidate with or merge into or sell all or substantially all
its assets to a corporation, partnership or trust other than the Company or
another Subsidiary Guarantor (whether or not affiliated with the Subsidiary
Guarantor). Upon the sale or disposition of the Guarantor (by merger,
consolidation, the sale of all or substantially all of its assets) to a Person
(whether or not an Affiliate of the Subsidiary Guarantor) which is not a
Subsidiary of the Company, which sale or disposition is otherwise in compliance
with the Indenture (including Section 3.7), the Guarantor shall be deemed
released from all its obligations under the Indenture and this Subsidiary
Guarantee and this Subsidiary Guarantee shall terminate; provided, however, that
any such termination shall occur only to the extent that all obligations of the
Guarantor under all of its guarantees of, and under all of its pledges of assets
or other security interests which secure, any other Indebtedness of the Company
shall also terminate upon such release, sale or transfer.
Section 2.3 Right of Contribution. The Guarantor hereby agrees
that to the extent that any Subsidiary Guarantor shall have paid more than its
proportionate share of any payment made on the obligations under the Subsidiary
Guarantees, such Subsidiary Guarantor shall be entitled to seek and receive
contribution from and against the Company or any other Subsidiary Guarantor
(including the Guarantor) who has not paid its proportionate share of such
payment. Each Subsidiary Guarantor's right of contribution shall be subject to
the terms and conditions of Section 3.6. The provisions of this Section 2.3
shall in no respect limit the obligations and liabilities of the Guarantor to
the Trustee and the Holders and the Guarantor shall remain liable to the Trustee
and the Holders for the full amount guaranteed by the Guarantor hereunder.
Section 2.4 No Subrogation. Notwithstanding any payment or
payments made by the Guarantor hereunder, the Guarantor shall not be entitled to
be subrogated to any of the rights of the Trustee or any Holder against the
Company or any other Subsidiary Guarantor or any collateral security or
guarantee or right of offset held by the Trustee or any Holder for the payment
of the Obligations, nor shall the Guarantor seek or be entitled to seek any
contribution or reimbursement from the Company or any other Subsidiary Guarantor
in respect of payments made by the Guarantor hereunder, until all amounts owing
to the Trustee and the Holders by the Company on account of the obligations are
paid in full. If any amount shall be paid to the Guarantor on account of such
subrogation rights at any time when all of the obligations shall not have been
paid in full, such amount shall be held by the Guarantor in trust for the
Trustee and the Holders, segregated from other funds of the Guarantor, and
shall, forthwith upon receipt by the Guarantor, be turned over to the Trustee in
the exact form received by the Guarantor (duly indorsed by the Guarantor to the
Trustee, if required), to be applied against the obligations.
ARTICLE III
SUBORDINATION
Section 3.1 Agreement To Subordinate. The Guarantor agrees, and
each Securityholder by accepting a Security agrees, that the Indebtedness
evidenced by this Guarantee and other obligations relating to the Securities are
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subordinated in right of payment, to the extent and in the manner provided in
this Article III, to the prior payment when due in cash or Cash Equivalents of
all Guarantor Senior Indebtedness and that the subordination is for the benefit
of and enforceable by the holders of Guarantor Senior Indebtedness. This
Guarantee shall in all respects rank pari passu with all other Guarantor Senior
Subordinated Indebtedness of the Guarantor and only Indebtedness of the
Guarantor which is Guarantor Senior Indebtedness will rank senior to this
Guarantee in accordance with the provisions set forth herein. All provisions of
this Article III shall be subject to Section 3.12.
Section 3.2 Liquidation, Dissolution, Bankruptcy. Upon any
payment or distribution of the assets or securities of the Guarantor upon a
total or partial liquidation or a total or partial dissolution of the Guarantor
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Guarantor or its respective properties:
(a) holders of Guarantor Senior Indebtedness shall be entitled to
receive payment in full in cash or Cash Equivalents of the Guarantor Senior
Indebtedness (including interest accruing after, or which would accrue but for,
the commencement of any proceeding at the rate specified in the applicable
Guarantor Senior Indebtedness, whether or not a claim for such interest would be
allowed) before Securityholders shall be entitled to receive any payment of
principal of, premium, if any, or interest on or other amounts with respect to
the Securities; and
(b) until the Guarantor Senior Indebtedness is paid in full in
cash or Cash Equivalents, any payment or distribution to which Securityholders
would be entitled but for this Article III shall be made to holders of Guarantor
Senior Indebtedness as their respective interests may appear.
Section 3.3 Default on Senior Indebtedness. The Guarantor shall
not pay the principal of, premium (if any) or interest on or other amounts with
respect to the Securities or make any deposit pursuant to Section 8.1 or
repurchase, redeem or otherwise retire any Securities ("pay the Securities") if
(i) any Guarantor Senior Indebtedness or Senior Indebtedness of the Company is
not paid when due in cash or Cash Equivalents or (ii) any other default on
Guarantor Senior Indebtedness or Senior Indebtedness of the Company occurs and
the maturity of such Guarantor Senior Indebtedness or Senior Indebtedness of the
Company is accelerated in accordance with its terms unless, in either case, (x)
the default has been cured or waived and any such acceleration has been
rescinded in writing or (y) such Guarantor Senior Indebtedness or Senior
Indebtedness of the Company has been paid in full in cash or Cash Equivalents;
provided, however, that the Guarantor may pay the Securities without regard to
the foregoing if the Company and the Trustee receive written notice approving
such payment from the Representative of the Guarantor Senior Indebtedness or the
Senior Indebtedness of the Company with respect to which either of the events
set forth in clause (i) or (ii) of this sentence has occurred or is continuing.
During the continuance of any default (other than a default described in clause
(i) or (ii) of the preceding sentence) with respect to any Designated Senior
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Indebtedness pursuant to which the maturity thereof may be accelerated
immediately without further notice (except such notice as may be required to
effect such acceleration) or the expiration of any applicable grace periods, the
Guarantor may not pay the Securities for a period (a "Payment Blockage Period")
commencing upon the receipt by the Trustee (with a copy to the Company) of
written notice (a "Blockage Notice") of such default from the Representative of
the holders of such Designated Senior Indebtedness specifying an election to
effect a Payment Blockage Period and ending 179 days thereafter (or earlier if
such Payment Blockage Period is terminated (i) by written notice to the Trustee
and the Company from the Person or Persons who gave such Blockage Notice, (ii)
because the default giving rise to such Blockage Notice is no longer continuing
or (iii) because such Designated Senior Indebtedness has been repaid in full in
cash or Cash Equivalents). Notwithstanding the provisions of the immediately
preceding sentence, unless the holders of such Designated Senior Indebtedness or
the Representative of such holders shall have accelerated the maturity of such
Designated Senior Indebtedness, the Guarantor may resume payments on the
Securities after the end of such Payment Blockage Period. Not more than one
Blockage Notice may be given in any consecutive 360-day period, irrespective of
the number of defaults with respect to Designated Senior Indebtedness during
such period.
Section 3.4 Acceleration of Payment of Securities. If payment of
the Securities is accelerated because of an Event of Default and if any
Designated Senior Indebtedness is outstanding, the Guarantor shall not pay the
Securities until five Business Days after the holders or Representative of the
Designated Senior Indebtedness receives notice of such acceleration as provided
in the Indenture and, thereafter, may pay the Securities only if this Article
III otherwise permits payments at that time.
Section 3.5 When Distribution Must Be Paid Over. If a payment or
distribution is made to the Trustee or Securityholders that because of this
Article III should not have been made to them, the Trustee or the
Securityholders who receive the payment or distribution shall hold it in trust
for holders of Guarantor Senior Indebtedness and promptly pay it over to them as
their respective interests may appear.
Section 3.6 Subrogation. After all Guarantor Senior Indebtedness
is paid in full in cash or Cash Equivalents and until the Securities are paid in
full, Securityholders shall be subrogated to the rights of holders of Guarantor
Senior Indebtedness to receive distributions applicable to Guarantor Senior
Indebtedness. A payment or distribution made under this Article III to holders
of Guarantor Senior Indebtedness which otherwise would have been made to
Securityholders is not, as between the Guarantor and Securityholders, a payment
by the Guarantor of Guarantor Senior Indebtedness.
Section 3.7 Relative Rights. This Article III defines the
relative rights of Holders and holders of Guarantor Senior Indebtedness. Nothing
in this Guarantee shall:
(a) impair, as between the Guarantor and Holders, the obligation
of the Guarantor which is absolute and unconditional, to pay the Obligations in
accordance with the terms of this Guarantee; or
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(b) prevent the Trustee or any Securityholder from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders of Guarantor Senior Indebtedness to receive payments and distributions
otherwise payable to Securityholders.
Section 3.8 Subordination May Not Be Impaired by Guarantor. No
right of any holder of Guarantor Senior Indebtedness to enforce the
subordination of the Indebtedness evidenced by this Guarantee shall be impaired
by any act or failure to act by the Guarantor or by the failure of any of them
to comply with this Guarantee or the Indenture.
Section 3.9 Rights of Trustee and Paying Agent. Notwithstanding
Section 3.3, the Trustee or Paying Agent may continue to make payments on the
Securities and shall not be charged with knowledge of the existence of facts
that would prohibit the making of any such payments unless, not less than one
Business Day prior to the date of such payment, a Trust Officer of the Trustee
receives notice satisfactory to it that payments may not be made under this
Article III. The Guarantor, the Company, the Registrar or co-registrar, the
Paying Agent, a Representative or a holder of Senior Indebtedness of the Company
or Guarantor Senior Indebtedness may give the notice; provided, however, that,
if an issue of Senior Indebtedness of the Company or Guarantor Senior
Indebtedness has a Representative, only the Representative may give the notice.
The Trustee in its individual or any other capacity may hold
Guarantor Senior Indebtedness with the same rights it would have if it were not
Trustee. The Registrar and co-registrar and the Paying Agent may do the same
with like rights. The Trustee shall be entitled to all the rights set forth in
this Article III with respect to any Guarantor Senior Indebtedness which may at
any time be held by it, to the same extent as any other holder of Guarantor
Senior Indebtedness; and nothing in Article VII of the Indenture shall deprive
the Trustee of any of its rights as such holder. Nothing in this Article III
shall apply to claims of, or payments to, the Trustee under or pursuant to
Section 7.7 of the Indenture. Each Paying Agent shall have the same rights and
obligations under this Article III as does the Trustee.
Section 3.10 Distribution or Notice to Representative. Whenever a
payment or distribution is to be made or a notice given to holders of Guarantor
Senior Indebtedness, the payment or distribution may be made and the notice
given to their Representative (if any).
Section 3.11 Article III Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment in respect of the
Securities by reason of any provision in this Article III shall not be construed
as preventing the occurrence of a Default or Event of Default. Nothing in this
Article III shall have any effect on the right of the Securityholders or the
Trustee to accelerate the maturity of the Securities.
Section 3.12 Trust Moneys Not Subordinated. Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds
of U.S. Government Obligations held in trust under Article VIII of the Indenture
by the Trustee for the payment of principal of and interest on the Securities
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shall not be subordinated to the prior payment of any Guarantor Senior
Indebtedness or subject to the restrictions set forth in this Article III, and
none of the Securityholders shall be obligated to pay over any such amount to
the Guarantor, any holder of Guarantor Senior Indebtedness or Senior
Indebtedness of the Company, or any other creditor of the Guarantor or the
Company.
Section 3.13 Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article III, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section 3.2
are pending, (ii) upon a certificate of the liquidating trustee or agent or
other Person making such payment or distribution to the Trustee or to the
Securityholders or (iii) upon the Representatives for the holders of Guarantor
Senior Indebtedness or Senior Indebtedness of the Company for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Guarantor Senior Indebtedness or Senior
Indebtedness and other Indebtedness of the Company or the Guarantor, the amount
thereof or payable thereon, the amount or amounts paid or distributed thereon
and all other facts pertinent thereto or to this Article III. In the event that
the Trustee determines, in good faith, that evidence is required with respect to
the right of any Person as a holder of Guarantor Senior Indebtedness to
participate in any payment or distribution pursuant to this Article III, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of Guarantor Senior Indebtedness
held by such Person, the extent to which such Person is entitled to participate
in such payment or distribution and other facts pertinent to the rights of such
Person under this Article III, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment. The provisions of Section
7.1 and 7.2 of the Indenture shall be applicable to all actions or omissions of
actions by the Trustee pursuant to this Article III.
Section 3.14 Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on its
behalf to take such action as may be necessary or appropriate to acknowledge or
effectuate the subordination between the Securityholders and the holders of
Guarantor Senior Indebtedness and Senior Indebtedness of the Company) as
provided in this Article III and appoints the Trustee as attorney-in-fact for
any and all such purposes.
Section 3.15 Trustee Not Fiduciary for Holders of Senior
Indebtedness. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Guarantor Senior Indebtedness or Senior Indebtedness of the Company
and, subject to Section 3.9, shall not be liable to any such holders if it shall
mistakenly pay over or distribute to Securityholders or the Company or any other
Person, money or assets to which any holders of Guarantor Senior Indebtedness
shall be entitled by virtue of this Article III or otherwise.
Section 3.16 Reliance on Subordination Provisions. Each
Securityholder by accepting a Security acknowledges and agrees that the
foregoing subordination provisions are, and are intended to be, an inducement
and a consideration to each holder of any Guarantor Senior Indebtedness, whether
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such Guarantor Senior Indebtedness was created or acquired before or after the
issuance of the Securities, to acquire and continue to hold, or to continue to
hold, such Guarantor Senior Indebtedness and such holder of Guarantor Senior
Indebtedness shall be deemed conclusively to have relied on such subordination
provisions in acquiring and continuing to hold, or in continuing to hold, such
Guarantor Senior Indebtedness.
ARTICLE IV
MISCELLANEOUS
Section 4.1 Notices. All notices and other communications
pertaining to this Guarantee or any Security shall be in writing and shall be
deemed to have been duly given upon the receipt thereof. Such notices shall be
delivered by hand, or mailed, certified or registered mail with postage prepaid
(a) if to the Guarantor, at its address set forth below, with a copy to the
Company as provided in the Indenture for notices to the Company, and (b) if to
the Holders or the Trustee, as provided in the Indenture. The Guarantor by
notice to the Trustee may designate additional or different addresses for
subsequent notices to or communications with the Guarantor.
Section 4.2 Parties. Nothing expressed or mentioned in this
Guarantee is intended or shall be construed to give any Person, firm or
corporation, other than the Holders and the Trustee and the holders of any
Guarantor Senior Indebtedness, any legal or equitable right, remedy or claim
under or in respect of this Guarantee or any provision herein contained.
Section 4.3 Governing Law. This Agreement shall be governed by
the laws of the State of New York.
Section 4.4 Severability Clause. In case any provision in this
Guarantee shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.
Section 4.5 Waivers and Remedies. Neither a failure nor a delay
on the part of the Holders or the Trustee in exercising any right, power or
privilege under this Guarantee shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Holders and
the Trustee herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Guarantee or
at law, in equity, by statute or otherwise.
Section 4.6 Successors and Assigns. Subject to Section 2.2
hereof, (a) this Guarantee shall be binding upon and inure to the benefit of the
Guarantor, the Trustee, any other parties hereto, the Holders and their
respective successors and assigns and (b) in the event of any transfer or
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assignment of rights by any Holder, the rights and privileges conferred upon
that party in this Guarantee and in the Securities shall automatically extend to
and be vested in such transferee or assignee, all subject to the terms and
conditions of this Guarantee and the Indenture.
Section 4.7 Modification, etc. Subject to the provisions of, and
except as otherwise provided in, Article IX of the Indenture (including without
limitation Sections 9.1 and 9.2 thereof), no modification, amendment or waiver
of any provision of this Guarantee, nor the consent to any departure by the
Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and consented to by the Trustee (with the consent of the Holders of at
least a majority of the Securities if required by Section 9.2 of the Indenture)
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which it was given. No notice to or demand on the
Guarantor in any case shall entitle such Guarantor or any other guarantor to any
other or further notice or demand in the same, similar or other circumstances.
Section 4.8 Entire Agreement. This Guarantee is intended by the
parties to be a final expression of their agreement in respect of the subject
matter contained herein and, together with the Indenture, supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
Section 4.9 Ratification of Indenture; Supplemental Indentures
Part of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
Section 4.10 Counterparts. The parties hereto may sign one or
more copies of this Supplemental Indenture in counterparts, all of which
together shall constitute one and the same agreement.
Section 4.11 Headings. The headings of the Articles and the
sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
SPECIALTY BOOKS, INC.
By:/s/ Xxxxx X. Major
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Name: Xxxxx X. Major
Title: Vice President, Operations
Address: 0000 Xxxxx 00xx Xxxxxx
XXXXXXXX BOOK COMPANY, INC.
By:/s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: CEO, President, and Director
THE BANK OF NEW YORK
By:/s/ Xxxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Assistant Vice President
