FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • February 28th, 2017 • 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.
PURCHASE AGREEMENT by and among BARNES & NOBLE EDUCATION, INC., as the Buyer, ELLAR LLC, as HoldCo, and LEONARD RIGGIO AND THE OTHER UNITHOLDERS LISTED ON THE SIGNATURE PAGES ATTACHED HERETO, as the Unitholders, and ELLAR LLC, as the Designated...Purchase Agreement • February 28th, 2017 • Barnes & Noble Education, Inc. • Retail-miscellaneous shopping goods stores • Delaware
PURCHASE AGREEMENT, dated as of February 27, 2017 (this “Agreement”), by and among BARNES & NOBLE EDUCATION, INC., a Delaware corporation (the “Buyer”), ELLAR LLC, a Delaware limited liability company (“HoldCo”), LEONARD RIGGIO and the other HoldCo unitholders listed on the signature pages attached hereto (collectively, the “Unitholders”) and, in its capacity as the representative of the Unitholders, ELLAR LLC (the “Designated Representative”). HoldCo and the Unitholders will be referred to, collectively, as the “MBS Parties.”
