EXHIBIT 99.1
 IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
 )In re:
    
    
    )
    
    
    Chapter 11)NEBRASKA BOOK COMPANY, INC., et al.,1
    
    
    )
    
    
    Case No. 11-12005 (PJW))Debtors.
    
    
    )
    
    
    Jointly Administered)
 JOINT PLAN OF REORGANIZATION OF NEBRASKA BOOK COMPANY, INC.,  ET AL. , PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE
 KIRKLAND & ELLIS LLP
    
    PACHULSKI STANG ZIEHL & JONES LLP601 Lexington Avenue
    
    919 North Market Street, 17th FloorNew York, New York 10022-4611
    
    Wilmington, Delaware 19899-8705Telephone: (212) 446-4800
    
    Telephone: (302) 652-4100Facsimile: (212) 446-4900
    
    Facsimile: (302) 652-4400
   
 1
    
    The debtors in these chapter 11 cases, along with the last four
digits of each debtors federal tax identification number include: Nebraska
Book Company, Inc. (9819); Campus Authentic LLC (9156); College Bookstores of
America, Inc. (9518); NBC Acquisition Corp. (3347); NBC Holdings Corp. (7477);
NBC Textbooks LLC (1425); Net Textstore LLC (6469); and Specialty Books, Inc.
(4807). The location of the debtors service address is: 4700 South 19th
Street, Lincoln, Nebraska 68512.




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TABLE OF CONTENTS
 ARTICLE I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, AND GOVERNING LAW
    
    
    1A. Defined Terms
    
    
    1B. Rules of Interpretation
    
    
    11C. Computation of Time
    
    
    12D. Governing Law
    
    
    12E. Reference to Monetary Figures
    
    
    12ARTICLE II. ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS
    
    
    12A. Administrative Claims
    
    
    12B. DIP Claims
    
    
    13C. Priority Tax Claims
    
    
    13D. Indenture Trustee Fees
    
    
    13ARTICLE III. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
    
    
    14A. Classification of Claims and Interests
    
    
    14B. Treatment of Claims and Interests
    
    
    15C. Special Provision Governing Unimpaired Claims
    
    
    18D. Acceptance or Rejection of the Plan
    
    
    18E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code
    
    
    19F. Controversy Concerning Impairment
    
    
    19G. Subordinated Claims
    
    
    19ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN
    
    
    19A. Substantive Consolidation
    
    
    19B. General Settlement of Claims and Interests
    
    
    20C. Restructuring Transactions
    
    
    20D. Reorganized NBC
    
    
    20E. Existing Letters of Credit
    
    
    20F. Sources of Consideration for Plan Distributions
    
    
    21G. Intercompany Account Settlement
    
    
    22H. Corporate Existence
    
    
    22I. Vesting of Assets in the Reorganized Debtors
    
    
    22J. Cancellation of Existing Securities and Agreements
    
    
    23K. Corporate Action
    
    
    23L. New Organizational Documents
    
    
    23M. Directors and Officers of the Reorganized Debtors
    
    
    24N. Effectuating Documents; Further Transactions
    
    
    24O. Section 1146 Exemption
    
    
    24P. Director and Officer Liability Insurance
    
    
    24Q. Management Equity Incentive Program
    
    
    24R. Employee and Retiree Benefits
    
    
    25S. Preservation of Causes of Action
    
    
    25ARTICLE V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
    
    
    26A. Assumption and Rejection of Executory Contracts and Unexpired Leases
    
    
    26B. Indemnification Obligations
    
    
    26C. Claims Based on Rejection of Executory Contracts or Unexpired Leases
    
    
    26D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed
    
    
    27E. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases
    
    
    27F. Insurance Policies
    
    
    27G. Modifications, Amendments, Supplements, Restatements, or Other Agreements
    
    
    27H. Reservation of Rights
    
    
    28I. Nonoccurrence of Effective Date
    
    
    28J. Contracts and Leases Entered Into After the Petition Date
    
    
    28
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ARTICLE VI. PROVISIONS GOVERNING DISTRIBUTIONS
    
    
    28A. Timing and Calculation of Amounts to Be Distributed
    
    
    28B. Disbursing Agent
    
    
    28C. Rights and Powers of Disbursing Agent
    
    
    29D. Delivery of Distributions and Undeliverable or Unclaimed Distributions
    
    
    29E. Manner of Payment
    
    
    30F. Section 1145 Exemption
    
    
    30G. Compliance with Tax Requirements
    
    
    30H. Allocations
    
    
    30I. No Postpetition Interest on Claims
    
    
    30J. Setoffs and Recoupment
    
    
    31K. Claims Paid or Payable by Third Parties
    
    
    31ARTICLE VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS
    
    
    31A. Allowance of Claims
    
    
    31B. Claims Administration Responsibilities
    
    
    31C. Estimation of Claims and Interests
    
    
    32D. Adjustment to Claims or Interests without Objection
    
    
    32E. Time to File Objections to Claims
    
    
    32F. Disallowance of Claims or Interests
    
    
    32G. Amendments to Claims or Interests
    
    
    33H. No Distributions Pending Allowance
    
    
    33I. Distributions After Allowance
    
    
    33ARTICLE VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS
    
    
    33A. Discharge of Claims and Termination of Interests
    
    
    33B. Release of Liens
    
    
    33C. Releases by the Debtors
    
    
    34D. Releases by Holders of Claims and Interests
    
    
    34E. Exculpation
    
    
    34F. Injunction
    
    
    35G. Protections Against Discriminatory Treatment
    
    
    35H. Setoffs
    
    
    35I. Recoupment
    
    
    36J. Subordination Rights
    
    
    36K. Document Retention
    
    
    36L. Reimbursement or Contribution
    
    
    36ARTICLE IX. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN
    
    
    36A. Conditions Precedent to Confirmation
    
    
    36B. Conditions Precedent to the Effective Date
    
    
    37C. Waiver of Conditions
    
    
    38D. Effect of Failure of Conditions
    
    
    38ARTICLE X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
    
    
    38A. Modification and Amendments
    
    
    38B. Effect of Confirmation on Modifications
    
    
    38C. Revocation or Withdrawal of Plan
    
    
    38
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ARTICLE XI. RETENTION OF JURISDICTION
    
    
    39ARTICLE XII. MISCELLANEOUS PROVISIONS
    
    
    40A. Immediate Binding Effect
    
    
    40B. Additional Documents
    
    
    41C. Payment of Statutory Fees
    
    
    41D. Certain Agreements
    
    
    41E. Statutory Committee and Cessation of Fee and Expense Payment
    
    
    41F. Reservation of Rights
    
    
    41G. Successors and Assigns
    
    
    41H. Notices
    
    
    42I. Term of Injunctions or Stays
    
    
    42J. Entire Agreement
    
    
    43K. Exhibits
    
    
    43L. Nonseverability of Plan Provisions
    
    
    43M. Votes Solicited in Good Faith
    
    
    43N. Closing of Chapter 11 Cases
    
    
    43O. Waiver or Estoppel
    
    
    44P. Conflicts
    
    
    44
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INTRODUCTION
 Debtor Debtors Plan Bankruptcy
Code
  ARTICLE I.
DEFINED TERMS, RULES OF INTERPRETATION,
COMPUTATION OF TIME, AND GOVERNING LAW
 A. Defined Terms.
  8.625% Notes
 8.625% Notes Claim
 8.625% Notes Indenture
 8.625% Notes Trustee
 ABL Agent
 ABL Facility
 ABL Facility Claim
 ABL Lenders
 AcqCo
  1




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AcqCo Notes
 AcqCo Notes Claim
 AcqCo Notes Indenture
 AcqCo Notes Trustee
 Ad Hoc 8.625% Noteholders
 Ad Hoc Members
 Administrative Claim
 Administrative Claim Bar Date
 Affiliate provided however
 Allowed
 Bankruptcy Court
  2




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Bankruptcy Rules
 Bar Date
 Business Day
 Cash
 Cash Payment
 Causes of Action
 Certificate
 Chapter 11 Cases
 Claim
 Claims and Balloting Agent
 Claims Register
 Class
 CM/ECF
 Confirmation
 Confirmation Date
  3




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Confirmation Hearing
 Confirmation Order
 Consummation
 Cure Claim
 DIP Agent
 DIP Agreement
 DIP Claims
 DIP Facility
 DIP Lenders
 Disbursing Agent provided
 Disclosure Statement Disclosure Statement Relating to the Joint Plan of
Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy
Code
 Disputed Claim
 Distribution Date
 Distribution Record Date
 Effective Date
  4




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Employment Obligations
 Entity
 Equity Security
 Estate
 Exchange Act et seq.
 Exculpated Claim
 Executory Contract
 Expense Reimbursement Agreements
 Federal Judgment Rate
 File Filed
 Final Order
 General Administrative Claim
 General Unsecured Claim
 Governmental Unit
  5




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Holdback Amount
 Holdback Escrow Account
 HoldCo
 HoldCo Interests
 Holder
 Impaired
 Indentures
 Indenture Trustees
 Indenture Trustee Charging Lien
 Indenture Trustee Fees provided however
 Intercompany Claim
 Intercompany Interest
 Intercreditor Agreement
 Interest
 Joint Director
  6




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JPMorgan Noteholders
 JPM Member
 Judicial Code
 Lien
 Management Equity Incentive Plan
 NBC
 New ABL Facility Exhibit C provided however Exhibit C
 New Board
 New Common Equity
 New Organizational Documents provided however
 New Senior Secured Notes provided however provided further Exhibit D
 New Senior Secured Notes Indenture provided however provided further Exhibit D
  7




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New Senior Secured Notes Indenture Trustee
 New Senior Unsecured Notes Exhibit E
 New Senior Unsecured Notes Indenture Exhibit E
 New Warrants Exhibit F provided however Exhibit F
 Other Secured Claim
 Petition Date
 Plan Joint Plan of Reorganization of the Nebraska Book Company, Inc., et al.
Pursuant to Chapter 11 of the Bankruptcy Code
 Plan Supplement provided further Exhibit D
  8




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Postpetition Period
 Priority Non-Tax Claims
 Priority Tax Claim
 Pro Rata
 Professional
 Professional Fee Claims
 Professional Fee Order [TO
COME] [Docket No. xxx]
 Proof of Claim
 Proof of Interest
 Registration Rights Agreement
 Reinstated
 Rejected Executory Contract and Unexpired Lease List
  9




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Released Party
 Reorganized Debtors
 Reorganized NBC
 Reorganized NBC Total Enterprise Value [_____]
 Restructuring Documents
 Restructuring and Support Agreement
 Restructuring Transactions
 Restructuring Transactions Memorandum
 Schedules
 Secured
 Securities Act
  10




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Security
 Senior Secured Notes
 Senior Secured Notes Claims
 Senior Secured Notes Indenture
 Senior Secured Notes Trustee
 Shareholders Agreement
 Subordinated Securities Claim
 Unexpired Lease
 Unimpaired
 Unsecured Claim
 Weston Presidio
 B. Rules of Interpretation.
   11




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C. Computation of Time.
  D. Governing Law.
 provided however
 E. Reference to Monetary Figures.
  ARTICLE II.
ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS
  A. Administrative Claims.
 General Administrative Claims
   12




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Professional Compensation
       B. DIP Claims
  C. Priority Tax Claims.
  D. Indenture Trustee Fees.
 provided however
  13




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ARTICLE III.
CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS
 A. Classification of Claims and Interests.
  Substantive Consolidation of the Debtor Estates
  Class Identification
  Class
    
    Claims and Interests
    
    Status
    
    Voting RightsClass 1
    
    ABL Facility Claims
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 2
    
    Senior Secured Notes Claims
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 3
    
    Other Secured Claims
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 4
    
    Other Priority Claims
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 5
    
    8.625% Notes Claims
    
    Impaired
    
    Entitled to VoteClass 6
    
    AcqCo Notes Claim
    
    Impaired
    
    Entitled to VoteClass 7
    
    General Unsecured Claims
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 8
    
    Intercompany Claims
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 9
    
    Intercompany Interests
    
    Unimpaired
    
    Not Entitled to Vote (Deemed to Accept)Class 10
    
    HoldCo Interests
    
    Impaired
    
    Entitled to VoteClass 11
    
    Subordinated Securities Claims
    
    Impaired
    
    Not Entitled to Vote (Deemed to Reject)
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B. Treatment of Claims and Interests.
 1.
    
    Class 1  ABL Facility Claims.
 (a)
    
    Classification: Class 1 consists of all ABL Facility Claims.(b)
    
    Allowance:The ABL Facility Claims are Allowed in an aggregate
principal amount of not less than $26,300,000 in loans made and $3,733,597 in
letters of credit. To the best of the Debtors knowledge, there are no
outstanding ABL Facility Claims as of the date of filing this Disclosure
Statement.(c)
    
    Treatment: Except to the extent that a Holder of an Allowed
Claim in Class 1 agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
Allowed Claim in Class 1, each such Holder shall be paid in full in Cash.(d)
    
    Voting: Class 1 is Unimpaired under the Plan. Holders of
Claims in Class 1 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
 2.
    
    Class 2  Senior Secured Notes Claims.
 (a)
    
    Classification: Class 2 consists of all Senior Secured Notes
Claims.
 (b)
    
    Allowance:The Senior Secured Notes Claims are Allowed in an
aggregate amount equal to approximately $200 million.
 (c)
    
    Treatment: Except to the extent that a Holder of an Allowed
Claim in Class 2 agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
Allowed Claim in Class 2, each such Holder shall be paid in full in Cash.
 (d)
    
    Voting: Class 2 is Unimpaired under the Plan. Holders of
Claims in Class 2 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
 3.
    
    Class 3  Other Secured Claims.
 (a)
    
    Classification: Class 3 consists of all Other Secured Claims.
 (b)
    
    Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 3 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 3, each such
Holder shall receive, at the option of the Debtors, subject to the consent of
the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, such consent not to
be unreasonably withheld, either:
 (i)
    
    payment in full in cash;(ii)
    
    delivery of collateral securing any such Claim
and payment of any interest required under section 506(b) of the
Bankruptcy Code;(iii)
    
    reinstatement of such Other Secured Claims; or(iv)
    
    other treatment rendering such Claim
Unimpaired.
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(c)
    
    Voting:Class 3 is Unimpaired under the Plan. Holders of
Claims in Class 3 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
 4.
    
    Class 4  Other Priority Claims
 (a)
    
    Classification: Class 4 consists of all Other Priority Claims.
 (b)
    
    Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 4 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 4, each such
Holder shall receive, at the option of the Debtors, subject to the consent of
the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, such consent not to
be unreasonably withheld, either:
 (i)
    
    payment in full in cash; or
 (ii)
    
    other treatment rendering such Claim
Unimpaired.
 (c)
    
    Voting: Class 4 is Unimpaired under the Plan. Holders of
Claims in Class 4 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
 5.
    
    Class 5  8.625% Notes Claims.
 (a)
    
    Classification:Class 5 consists of all 8.625% Notes Claims.
 (b)
    
    Allowance:The 8.625% Notes Claims shall be allowed in an
aggregate amount equal to approximately $179,234,636.42.
 (c)
    
    Treatment:On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 5 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 5, each such
Holder shall receive its Pro Rata share of:
 (i)
    
    the Cash Payment;
 (ii)
    
    the New Senior Unsecured Notes; and
 (iii)
    
    78% of the New Common Equity.
 (d)
    
    Voting:Class 5 is Impaired under the Plan. Holders of
Allowed Claims in Class 5 are entitled to vote to accept or reject the Plan.
  16




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6.
    
    Class 6  AcqCo Notes Claims.
 (a)
    
    Classification:Class 6 consists of all AcqCo Notes Claims.
 (b)
    
    Allowance:The AcqCo Notes Claims shall be allowed in an
aggregate amount equal to approximately $77 million plus interest and fees
accrued prior to the Petition Date.
 (c)
    
    Treatment:On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 6 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 6, each such
Holder shall receive its Pro Rata share of 22% of the New Common Equity.
 (d)
    
    Voting:Class 6 is Impaired under the Plan. Holders of
Allowed Claims in Class 6 are entitled to vote to accept or reject the Plan.
 7.
    
    Class 7  General Unsecured Claims.
 (a)
    
    Classification: Class 7 consists of all General Unsecured
Claims.
 (b)
    
    Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 7 agrees to a less favorable treatment of
its Allowed Claim or has been paid prior to the Effective Date, each such
Allowed Claim shall be reinstated and rendered Unimpaired in accordance with
section 1124 of the Bankruptcy Code or each Holder of an Allowed Claim in Class
7 shall be paid in full in Cash on the Distribution Date or soon thereafter.
The Debtors reserve their rights, however to dispute the validity of any Claim
in Class 7, whether or not objected to prior to the Effective Date.
 (c)
    
    Voting: Class 7 is Unimpaired under the Plan. Holders of
Claims in Class 7 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
 8.
    
    Class 8  Intercompany Claims.
 (a)
    
    Classification: Class 8 consists of all Intercompany Claims.
 (b)
    
    Treatment: Intercompany Claims may be Reinstated as of the
Effective Date or, at the Debtors or the Reorganized Debtors option, subject
to the consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders,
such consent not to be unreasonably withheld, be cancelled, and no distribution
shall be made on account of such Claims.
 (c)
    
    Voting: Class 8 is Unimpaired under the Plan. Holders of
Claims in Class 8 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
  17




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9.
    
    Class 9  Intercompany Interests.
 (a)
    
    Classification:Class 9 consists of all Intercompany
Interests.
 (b)
    
    Treatment: Intercompany Interests may be Reinstated as of the
Effective Date or, at the Debtors or the Reorganized Debtors option, subject
to the consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders,
such consent not to be unreasonably withheld, be cancelled, and no distribution
shall be made on account of such Interests.
 (c)
    
    Voting: Class 9 is Unimpaired under the Plan. Holders of
Interests in Class 9 are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders
are not entitled to vote to accept or reject the Plan.
 10.
    
    Class 10  HoldCo Interests.
 (a)
    
    Classification:Class 10 consists of all HoldCo Interests.
 (b)
    
    Treatment: On the Effective Date, all Interests in Class 10
shall be cancelled without any distribution or recovery on account of such
Interest; provided, however, that if Weston Presidio and each of its
affiliates, which are Holders of HoldCo Interests, either (i) executes a
joinder to the Restructuring and Support Agreement which binds at least 90% in
amount of the Holdco Interests to support the Restructuring Transactions, or
(ii) does not object to the Plan and votes to accept the Plan, each Holder of
an Interest in Class 10 shall receive its Pro Rata share of the New Warrants.
 (c)
    
    Voting:Class 10 is Impaired under the Plan. Holders of
Interests in Class 10 are entitled to vote to accept or reject the Plan.
 11.
    
    Class 11  Subordinated Securities Claims.
 (a)
    
    Classification:Class 11 consists of all Subordinated
Securities Claims.
 (b)
    
    Treatment:On the Effective Date, all Claims in Class 11 shall
be cancelled without any distribution.
 (c)
    
    Voting:Class 11 is Impaired under the Plan. Holders of
Claims in Class 11 are conclusively presumed to have rejected the Plan pursuant
to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.
 C. Special Provision Governing Unimpaired Claims.
  D. Acceptance or Rejection of the Plan.
 Voting Classes
   18




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Presumed Acceptance of the Plan
  Presumed Rejection of Plan
  E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.
  F. Controversy Concerning Impairment.
  G. Subordinated Claims
  ARTICLE IV.
MEANS FOR IMPLEMENTATION OF THE PLAN
 A. Substantive Consolidation.
    19




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B. General Settlement of Claims and Interests.
  C. Restructuring Transactions.
   D. Reorganized NBC.
  E. Existing Letters of Credit.
   20




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F. Sources of Consideration for Plan Distributions.
  New ABL Facility
 provided however
 New Senior Secured Notes
 provided however provided further Exhibit D
 New Senior Unsecured Notes
 Exhibit
E
 Issuance of New Common Equity
   21




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Issuance of New Warrants
  G. Intercompany Account Settlement.
  H. Corporate Existence.
  I. Vesting of Assets in the Reorganized Debtors.
   22




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J. Cancellation of Existing Securities and Agreements.
 provided however provided further however provided further however
 K. Corporate Action.
  L. New Organizational Documents.
 provided however
  23




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M. Directors and Officers of the Reorganized Debtors.
  N. Effectuating Documents; Further Transactions.
  O. Section 1146 Exemption.
  P. Director and Officer Liability Insurance.
  Q. Management Equity Incentive Program.
 RSUs Emergence Options Emergence
Award Remaining
Options Incentive
  24




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Award
 R. Employee and Retiree Benefits.
  S. Preservation of Causes of Action.
 No Entity may rely on the absence of a specific reference in
the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any
indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all
available Causes of Action against it. The Debtors or the Reorganized Debtors, as applicable,
expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except
as otherwise expressly provided in the Plan.
   25




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ARTICLE V.
TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
 A. Assumption and Rejection of Executory Contracts and Unexpired Leases.
   B. Indemnification Obligations.
  C. Claims Based on Rejection of Executory Contracts or Unexpired Leases.
 Any Claims arising from the rejection of an Executory Contract or Unexpired Lease
not filed with the Bankruptcy Court within such time will be automatically disallowed, forever
barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors,
the Estates, or their property without the need for any objection by the Reorganized Debtors or
further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and
any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed
fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of
Claim to the contrary.
  26




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D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed.
  Any Proofs of
Claim filed with respect to an Executory Contract or Unexpired Lease that has been assumed shall be
deemed disallowed and expunged, without further notice to or action, order, or approval of the
Bankruptcy Court.
 E. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases.
  F. Insurance Policies.
  G. Modifications, Amendments, Supplements, Restatements, or Other Agreements.
    27




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H. Reservation of Rights.
  I. Nonoccurrence of Effective Date.
  J. Contracts and Leases Entered Into After the Petition Date.
  ARTICLE VI.
PROVISIONS GOVERNING DISTRIBUTIONS
 A. Timing and Calculation of Amounts to Be Distributed.
  B. Disbursing Agent.
   28




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C. Rights and Powers of Disbursing Agent.
 Powers of the Disbursing Agent
  Expenses Incurred On or After the Effective Date
  D. Delivery of Distributions and Undeliverable or Unclaimed Distributions.
 Record Date for Distribution
  Delivery of Distributions in General
 provided however provided further however
 Minimum Distributions
 1 2 1 2
 Undeliverable Distributions and Unclaimed Property
 provided however
  29




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E. Manner of Payment.
     F. Section 1145 Exemption.
  G. Compliance with Tax Requirements.
  H. Allocations.
  I. No Postpetition Interest on Claims.
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J. Setoffs and Recoupment.
  K. Claims Paid or Payable by Third Parties.
 Claims Paid by Third Parties
  Claims Payable by Third Parties
  Applicability of Insurance Policies
  ARTICLE VII.
PROCEDURES FOR RESOLVING CONTINGENT,
UNLIQUIDATED, AND DISPUTED CLAIMS
 A. Allowance of Claims.
  B. Claims Administration Responsibilities.
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Estimation of Claims and Interests
  D. Adjustment to Claims or Interests without Objection.
  E. Time to File Objections to Claims.
  F. Disallowance of Claims or Interests.
  Except as provided herein or otherwise agreed, any and all Proofs of Claim filed after the Bar
Date shall be deemed disallowed and expunged as of the Effective Date without any further notice to
or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive
any distributions on account of such Claims, unless on or before the Confirmation Hearing such late
Claim has been deemed timely filed by a Final Order.
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G. Amendments to Claims or Interests.
  H. No Distributions Pending Allowance.
  I. Distributions After Allowance.
  ARTICLE VIII.
SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS
 A. Discharge of Claims and Termination of Interests.
  B. Release of Liens.
 Except as otherwise provided in the Plan or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the
applicable distributions made pursuant to the Plan and, in the case of a Secured Claim,
satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date,
except for Other Secured Claims that the Debtors elect to reinstate in accordance with Article
III.B.3 hereof, all mortgages, deeds of trust, Liens, pledges, or other security interests against
any property of the Estates shall be fully released and discharged,
and all of the right, title, and interest of any Holder of such mortgages, deeds of trust,
Liens, pledges, or other security interests shall revert to the Reorganized Debtors and their
successors and assigns.
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C. Releases by the Debtors.
 Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan, for good and valuable consideration, on and after the Effective Date, the
Released Parties are deemed released and discharged by the Debtors from any and all claims,
obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever,
including any derivative claims asserted on behalf of the Debtors, whether known or unknown,
foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the
Debtors would have been legally entitled to assert in their own right (whether individually or
collectively) or on behalf of the Holder of any Claim or Interest or other Entity, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases,
the purchase, sale, or rescission of the purchase or sale of any security of the Debtors, the
subject matter of, or the transactions or events giving rise to, any Claim or Interest that is
treated in the Plan, the business or contractual arrangements between any Debtor and any Released
Party, the restructuring of Claims and Interests prior to or in the Chapter 11 Cases, the
negotiation, formulation, or preparation of the Restructuring Documents and related disclosures, or
related agreements, instruments, or other documents, upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date, other than
Claims or liabilities arising out of or relating to any act or omission of a Released Party that
constitutes willful misconduct (including actual fraud) or gross negligence.
 D. Releases by Holders of Claims and Interests.
 As of the Effective Date, except as otherwise specifically provided in the Plan and to the
fullest extent permitted by law, for good and valuable consideration, Holders of Claims and
Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and
forever released and discharged the Debtors and the Released Parties from any and all claims,
interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities
whatsoever, including any derivative claims asserted on behalf of the Debtors, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity, or otherwise, that
such Entity would have been legally entitled to assert (whether individually or collectively),
based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the
Debtors restructuring, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or
sale of any security of the Debtors, the subject matter of, or the transactions or events giving
rise to, any Claim or Interest that is treated in the Plan, the business or contractual
arrangements between any Debtors and any Released Party, the restructuring of Claims and Interests
prior to or in the Chapter 11 Cases, the negotiation, formulation, or preparation of the
Restructuring Documents and related disclosures, or related agreements, instruments, or other
documents, upon any other act or omission, transaction, agreement, event, or other occurrence
taking place on or before the Effective Date, other than Claims or liabilities arising out of or
relating to any act or omission of the Debtors or Released Party that constitutes willful
misconduct (including actual fraud) or gross negligence.
 E. Exculpation.
 Except as otherwise specifically provided in the Plan, no Released Party shall have or incur,
and each Released Party is hereby released and exculpated from any claim, obligation, Cause of
Action, or liability for any Exculpated Claim, except for gross negligence or willful misconduct
(including actual fraud), but in all respects such Entities shall be entitled to reasonably rely
upon the advice of counsel with respect to their duties and responsibilities pursuant to the Plan.
The Released Parties have, and upon completion of the Plan shall be deemed to have, participated in
good faith and in compliance with the applicable laws with regard to the solicitation and
distribution of the New ABL Facility, the New Senior Secured Notes, the New Senior Unsecured Notes,
the New Warrants, and the New Common Equity pursuant to the Plan and, therefore, are not, and on
account of such distributions shall not be, liable at any time for the violation of any applicable
law, rule, or regulation governing the solicitation of acceptances or rejections of the Plan or
such distributions made pursuant to the Plan.
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F. Injunction.
 Except as otherwise expressly provided in the Plan or for obligations issued pursuant to the
Plan (including any obligations under the New ABL Facility, the New Senior Secured Notes, the New
Senior Unsecured Notes, the New Warrants, and documents and instruments related thereto), all
Entities who have held, hold, or may hold Claims or Interests that have been released pursuant to
Article VIII.C or Article VIII.D hereof, discharged pursuant to Article VIII.A hereof, or are
subject to exculpation pursuant to Article VIII.E hereof are permanently enjoined, from and after
the Effective Date, from taking any of the following actions against, as applicable, the Debtors or
the Released Parties: (1) commencing or continuing in any manner any action or other proceeding of
any kind on account of or in connection with or with respect to any such Claims or Interests; (2)
enforcing, attaching, collecting, or recovering by any manner or means any judgment, award, decree,
or order against such Entities on account of or in connection with or with respect to any such
Claims or Interests; (3) creating, perfecting, or enforcing any encumbrance of any kind against
such Entities or the property or the estates of such Entities on account of or in connection with
or with respect to any such Claims or Interests; (4) asserting any right of setoff, subrogation, or
recoupment of any kind against any obligation due from such Entities or against the property of
such Entities on account of or in connection with or with respect to any such Claims or Interests
unless such Holder has Filed a motion requesting the right to perform such setoff on or before the
Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise that such
Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law or
otherwise; and (5) commencing or continuing in any manner any action or other proceeding of any
kind on account of or in connection with or with respect to any such Claims or Interests released
or settled pursuant to the Plan.
 G. Protections Against Discriminatory Treatment.
  H. Setoffs.
 provided however
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I. Recoupment.
  J. Subordination Rights.
  K. Document Retention.
  L. Reimbursement or Contribution.
  ARTICLE IX.
CONDITIONS PRECEDENT TO CONFIRMATION
AND CONSUMMATION OF THE PLAN
 A. Conditions Precedent to Confirmation.
  provided however
  (a)
    
    authorize the Debtors and the Reorganized Debtors to take all actions
necessary to enter into, implement, and consummate the contracts, instruments,
releases, leases, indentures, and other agreements or documents created in
connection with the Plan;
 (b)
    
    decree that the provisions of the Confirmation Order and the Plan are
nonseverable and mutually dependent;
 (c)
    
    authorize the Reorganized Debtors to (i) issue the New Common Equity
pursuant to the exemption from registration under the Securities Act provided by
section 1145 of the
Bankruptcy Code or other exemption from such registration or pursuant to one or
more registration statements, (ii) issue the New Warrants, and (iii) enter into
any agreements contained in the Plan Supplement;
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(d)
    
    decree that the Confirmation order shall supersede any Bankruptcy Court
orders issued prior to the Confirmation Date that may be inconsistent with the
Confirmation Order;
 (e)
    
    authorize the implementation of the Plan in accordance with its terms;
and
 (f)
    
    provide that, pursuant to section 1146 of the Bankruptcy Code, the
assignment or surrender of any lease or sublease, and the delivery of any deed or
other instrument or transfer order, in furtherance of, or in connection with the
Plan, including any deeds, bills of sale, or assignments executed in connection
with any disposition or transfer of assets contemplated under the Plan, shall not
be subject to any stamp, real estate transfer, mortgage recording, or other similar
tax (including, any mortgages or security interest filing to be recorded or filed
in connection with New ABL Facility and New Senior Secured Notes, as applicable);
and
 Exhibit B provided however
 B. Conditions Precedent to the Effective Date.
  provided however
 Exhibit B provided however
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C. Waiver of Conditions.
  D. Effect of Failure of Conditions.
  ARTICLE X.
MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
 A. Modification and Amendments.
 provided however provided however
 B. Effect of Confirmation on Modifications.
  C. Revocation or Withdrawal of Plan.
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ARTICLE XI.
RETENTION OF JURISDICTION
            39




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##### 



ARTICLE XII.
MISCELLANEOUS PROVISIONS
 A. Immediate Binding Effect.
   40




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B. Additional Documents.
 provided however
 C. Payment of Statutory Fees.
  D. Certain Agreements
  E. Statutory Committee and Cessation of Fee and Expense Payment.
  F. Reservation of Rights.
  G. Successors and Assigns.
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H. Notices.
  1.
    
    if to the Debtors, to:Nebraska Book Company, Inc.
4700 South 19th Street,
Lincoln, Nebraska 68512
Attention: Alan Siemek, Chief Financial Officer
Email address: asiemek@nebook.comwith copies to:Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Facsimile: (212) 446-4900
Attention: Marc Kieselstein, P.C., Chad J. Husnick, Esq., and Daniel Hodgman, Esq.
E-mail addresses: marc.kieselstein@kirkland.com, chad.husnick@kirkland.com, and
daniel.hodgman@kirkland.com2.
    
    if to the Ad Hoc 8.625% Noteholders or a transferee thereof:Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
Attention: Matthew S. Barr and Samuel Khalil
E-mail address: mbarr@milbank.com and skhalil@milbank.com3.
    
    if to the JPMorgan Noteholders or a transferee thereof:Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
Attention: Marc Abrams and Rachel C. Strickland
E-mail address: mabrams@willkie.com and rstrickland@willkie.com
  I. Term of Injunctions or Stays.
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##### 



J. Entire Agreement.
  K. Exhibits.
  L. Nonseverability of Plan Provisions.
  M. Votes Solicited in Good Faith.
  N. Closing of Chapter 11 Cases.
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O. Waiver or Estoppel.
  P. Conflicts.
   44




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Respectfully submitted,NEBRASKA BOOK COMPANY
(for itself and on behalf of each of its
affiliated debtors)By:Name: Alan G. Siemek
Title:   Chief Financial Officer
  
  
   45