AMENDMENT NO. 2 TO REVOLVING CREDIT AGREEMENT

Exhibit 10.1

AMENDMENT NO. 2
TO REVOLVING CREDIT AGREEMENT

     This Amendment No. 2 to Revolving Credit Agreement, dated as of May 30, 2003 (this “Amendment”), amends that certain Revolving Credit Agreement, dated as of May 22, 2002 (as amended, the “Credit Agreement”), among XXXXXX & XXXXX, INC., a Delaware corporation, (the “Borrower”), the lending institutions listed on Schedule 1 to the Credit Agreement (the “Banks”), Fleet National Bank, as administrative agent for itself and each other Bank (in such capacity, the “Administrative Agent”), ING Capital LLC, as documentation agent, Wachovia Bank, National Association, as syndication agent, and Fleet Securities, Inc. and First Union Securities, Inc. (d/b/a Wachovia Securities), as co-arrangers.

     WHEREAS, the Borrower has requested certain amendments to the Credit Agreement and the Bank parties hereto are willing to agree to such amendments.

     NOW, THEREFORE, in consideration of these premises, the promises, mutual covenants and agreements contained in this Amendment and fully intending to be legally bound hereby, the parties hereby agree as follows:

     1.     Capitalized Terms. Terms used in this Amendment which are not defined herein, but which are defined in the Credit Agreement, shall have the same respective meanings herein as therein.

     2.     Amendments to Credit Agreement.

          2.1. Amendment of Section 1.1. The definition of “Executive Officer” contained in Section 1.1 of the Credit Agreement is amended to read in its entirety as follows:

“Executive Officer. Any of the Chief Executive Officer, President, any Financial Officer and any other officer having substantially the same authority and responsibility of any of the foregoing officers.”

          2.2. Amendment of Section 1.1. The following new definition is inserted immediately following the definition of “Fee Letter” contained in Section 1.1 of the Credit Agreement:

“Financial Officer. Any of the Treasurer, the Chief Financial Officer or the Executive Vice President of Finance or Corporate Finance of the Borrower, acting singly, on behalf of the Borrower and each other member of the Borrower Affiliated Group, or such other financial officer of the Borrower designated from time to time in writing by the Borrower and approved by the Administrative Agent in its discretion.”

          2.3. Amendment of References to Chief Financial Officer. Each reference in the Credit Agreement or any other Loan Document to “Chief Financial Officer” or “chief financial officer” shall be deemed to be a reference to “Financial Officer”.

     3.     Effectiveness. This Amendment shall become effective (the “Amendment Effective Date”) on the first date when the Administrative Agent shall have received counterparts hereof signed by the Required Banks, all of the Guarantors and the Borrower (or, in the case of any party as to which an executed counterpart shall not have been received, the Administrative Agent shall have received in form satisfactory to it a telecopy or other written confirmation from such party of execution of a counterpart hereof by such party).

     Promptly after the Amendment Effective Date occurs, the Administrative Agent shall notify the Borrower and the Banks thereof, and such notice shall be conclusive and binding on all parties hereto.

     4. Ratification; Miscellaneous. Except as amended hereby, all other provisions, terms and conditions of the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall continue in full force and effect. Each of the representations and warranties made by the Borrower or any other member of the Borrower Affiliated Group in any of the Loan Documents was true and correct when made and is true and correct in all material respects on and as of the date hereof (except to the extent that such representations and warranties relate expressly to an earlier date), and no Default or Event of Default exists on the date hereof. This Amendment shall not be deemed a waiver of any defaults that may exist under any of the Loan Documents. This Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of New York without giving effect to the conflict of law principles thereof.

     IN WITNESS WHEREOF, the parties have executed this Amendment No. 2 to Revolving Credit Agreement as of this 30th day of May, 2003.

		XXXXXX & NOBLE, INC., Borrower
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President & Treasurer
		FLEET NATIONAL BANK,
		as a Bank and as Administrative Agent
		By:		/s/ Xxxxxx Xxxxxxx
				Name:		Xxxxxx Xxxxxxx
				Title:		Vice President
		ING CAPITAL LLC, as a Bank and as Documentation Agent
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name:		Xxxxxxx X. Xxxxxxx
				Title:		Managing Director
		WACHOVIA BANK, NATIONAL ASSOCIATION,
		as a Bank and as Syndication Agent
		By:		/s/ Xxxxxxx X. Xxx
				Name:		Xxxxxxx X. Xxx
				Title:		Vice President
(Signatures continued on next page)

		CITICORP USA, INC., as a Bank
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name:		Xxxxxxx X. Xxxxxxx
				Title:		Vice President
		SUNTRUST BANK, as a Bank
		By:		/s/ Xxxxx X. Xxxxxxxxx
				Name:		Xxxxx X. Xxxxxxxxx
				Title:		Vice President
		THE BANK OF NEW YORK, as a Bank
		By:		/s/ Xxxxx X. Xxxxxxx
				Name:		Xxxxx X. Xxxxxxx
				Title:		Vice President
		XXXXX FARGO BANK NA, as a Bank
		By:		/s/ Xxxxx X. Xxxxxxxx
				Name:		Xxxxx X. Xxxxxxxx
				Title:		Vice President
		SOVEREIGN BANK, as a Bank
		By:		/s/ Xxxxxx Xxxx
				Name:		Xxxxxx Xxxx
				Title:		Senior Vice President
(Signatures continued on next page)

		BANK OF AMERICA, N.A., as a Bank
		By:		/s/ Temple Xxxxx
				Name:		Temple Xxxxx
				Title:		Vice President
		FIFTH THIRD BANK, as a Bank
		By:		/s/ Xxx Xxxxxxx
				Name:		Xxx Xxxxxxx
				Title:		Corporate Banking Officer
		MELLON BANK, N.A. , as a Bank
		By:		/s/ Xxxx X. Xxxxxxxx
				Name:		Xxxx X. Xxxxxxxx
				Title:		Vice President
		U.S. BANK, NATIONAL ASSOCIATION, as a Bank
		By:		/s/ Xxxxxx X. Xxxxx
				Name:		Xxxxxx X. Xxxxx
				Title:		Vice President
		FIRST HAWAIIAN BANK, as a Bank
		By:		/s/ Xxxxxxx X. Xxxxxxx
				Name:		Xxxxxxx X. Xxxxxxx
				Title:		Vice President, Manager
(Signatures continued on next page)

		HIBERNIA NATIONAL BANK, as a Bank
		By:		/s/ Xxxxx X. Xxxxx
				Name:		Xxxxx X. Xxxxx
				Title:		Vice President
Acknowledged and Agreed:
		XXXXXX & XXXXX BOOKSELLERS, INC., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer
						Hereunto Duly Authorized
		X. XXXXXX BOOKSELLER, INC., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer
						Hereunto Duly Authorized
		DOUBLEDAY BOOK SHOPS, INC., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer
						Hereunto Duly Authorized
		B&X.XXX HOLDING CORP., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer
						Hereunto Duly Authorized
(Signatures continued on next page)

		CCI HOLDINGS, INC., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer Hereunto Duly Authorized
		STERLING PUBLISHING CO., INC., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer
						Hereunto Duly Authorized
		ALTAMONT PRESS, INC., Guarantor
		By:		/s/ Xxxx X. Xxxxxxxxxx
				Name:		Xxxx X. Xxxxxxxxxx
				Title:		Vice President and Treasurer
						Hereunto Duly Authorized