CREDIT AGREEMENTCredit Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This CREDIT AGREEMENT (this “Agreement”) is entered into as of August 3, 2015, among BARNES & NOBLE EDUCATION, INC., a Delaware corporation (the “Lead Borrower”), the Persons signatory hereto as borrowers and named on Schedule 1.01 hereto (collectively, together with the Lead Borrower and such other Persons as may be joined as a borrower from time to time in accordance herewith, the “Borrowers”), each lender from time to time party hereto (collectively, the “Lenders”), BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent and Swing Line Lender, JPMORGAN CHASE BANK, N.A., WELLS FARGO BANK, NATIONAL ASSOCIATION, and SUNTRUST BANK, as Co-Syndication Agents, and CITIZENS BANK, N.A. and REGIONS BANK, as Co-Documentation Agents.
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
This Trademark License Agreement (this “Agreement”) is entered into as of August 2, 2015 (“Effective Date”), by and between Barnes & Noble, Inc. (“B&N”) and Barnes & Noble Education, Inc. (“BNED”), each a “Party” and, collectively, the “Parties”. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Separation Agreement (as defined below).
TAX MATTERS AGREEMENT By and BetweenTax Matters Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
TRANSITION SERVICES AGREEMENT between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015Transition Services Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • New York
TRANSITION SERVICES AGREEMENT (this “Agreement”) dated as of August 2, 2015, is between Barnes & Noble, Inc., a Delaware corporation (“B&N”), and Barnes & Noble Education, Inc., a Delaware corporation (“BNED” or “Recipient”, together with B&N, the “Parties” and each, a “Party”).
EMPLOYEE MATTERS AGREEMENT By and Between BARNES & NOBLE, INC. and BARNES & NOBLE EDUCATION, INC. Dated as of August 2, 2015Employee Matters Agreement • August 3rd, 2015 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores
EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of August 2, 2015, by and between BARNES & NOBLE, INC., a Delaware corporation (“B&N”), and BARNES & NOBLE EDUCATION, INC., a Delaware corporation (“BNED”, and together with B&N, the “Parties”).
