AMENDMENT NO.1 TO REVOLVING CREDIT AGREEMENT



 



Exhibit 10.1


AMENDMENT NO. 1

TO REVOLVING CREDIT AGREEMENT


     This Amendment No. 1 to Revolving Credit Agreement, dated as of August 29,
2002 (this “Amendment”), amends that certain Revolving Credit Agreement, dated
as of May 22, 2002 (the “Credit Agreement”), among BARNES & NOBLE, 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.     Amendment to Credit Agreement.


     2.1. Amendment of Section 5.7. The second sentence of Section 5.7 of the
Credit Agreement is deleted and is replaced with the following two sentences:



	 	 	 	“Except as expressly set forth in the following sentence, no portion
of any Loans shall be used for the purpose of purchasing or carrying
any “margin security” or “margin stock” as such terms are used in
Regulations U or X of the Board of Governors of the Federal Reserve
System. The Borrower will be permitted to use Loan proceeds to
purchase “margin security” or “margin stock” as such term is used
Regulations U or X of the Board of Governors of the Federal Reserve
System (“Regulations U or X”) so long as (i) immediately upon giving
effect to the purchase of such “margin security” or “margin stock”,
there is no violation of any of the so-called margin stock
regulations set forth in Regulations U or X, and (ii) the Borrower
shall complete in all respects any required forms (including, without
limitation, Form FR U-1 and amendments thereto), with all attachments
thereto (including a then current list of collateral which adequately
supports all credit extended hereunder) pursuant to Regulations U or
X and deliver such forms in a timely manner to the Administrative
Agent.”



     2.2. Amendment of Section 6.9(b). Section 6.9(b) is hereby amended and
restated in its entirety as follows:



	 	 	 	"(b) the Borrower may effect redemptions and repurchases of its stock and
pay dividends to its stockholders, provided that, with respect to this
clause (b), (x) no Default or Event of Default has occurred or is
continuing, both before and after giving effect to any such distributions,
dividends, redemptions,



 






 





	 	 	 	repurchases and payments, and (y) the cumulative aggregate amount of
redemptions and repurchases made from and after the Closing Date, shall
not exceed, when made, an aggregate amount equal to the sum of
$150,000,000 plus 15% of the Borrower’s Cumulative Excess Cash Flow.”



     3.     Effectiveness. This Amendment shall become effective on the first date
when the following conditions are met (the “Amendment Effective Date”):



	 	 	 	(a) 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);
	 
	 	 	 	(b) the Administrative Agent shall have received payment of an amendment
fee for each Bank which shall have executed and delivered a counterpart
hereof as contemplated by clause (a), such amendment fee to be in an
amount equal to (1) 0.10% of such Bank’s Commitment if such Bank shall
have done so not later than 5:00 p.m. New York time on August 21, 2002, or
(2) 0.05% of such Bank’s Commitment if such Bank shall have done so not
later than 5:00 p.m. New York time on August 28, 2002; and
	 
	 	 	 	(c) each of the Administrative Agent and the Arranger shall have received
payment of all amendment fees, other costs, fees and expenses (including,
without limitation, reasonable legal fees and expenses for which invoices
shall have been submitted to the Borrower) and other compensation payable
to any of the foregoing on or prior to the Amendment Effective Date in
connection with the Loan Documents.



     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. 1 to
Revolving Credit Agreement as of this 29th day of August, 2002.



	 	 	 
	 	 	
BARNES & NOBLE, INC., Borrower
	 
	 	 	 
	 
	 	 	
By: /s/ Larry Zilavy



Name:  Larry Zilavy

Title:  Chief Financial Officer
	 
	 	 	
FLEET NATIONAL BANK,

as a Bank and as Administrative Agent
	 
	 	 	 
	 
	 	 	
By: /s/ Alexis Griffin



Name:  Alexis Griffin

Title:  Vice President
	 
	 	 	
ING CAPITAL LLC, as a Bank and as

Documentation Agent
	 
	 	 	 
	 
	 	 	
By: /s/ William B. Redmond



Name:  William B. Redmond

Title:  Director
	 
	 	 	
WACHOVIA BANK, NATIONAL ASSOCIATION,

as a Bank and as Syndication Agent
	 
	 	 	 
	 
	 	 	
By: /s/ Thomas M. Harper



Name:  Thomas M. Harper

Title:  Senior Vice President
	 
	 	 	
CITICORP USA, INC., as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Marc C. Merlino



Name:  Marc C. Merlino

Title:  Vice President



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SUNTRUST BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Todd Sheets



Name:  Todd Sheets

Title:  AVP
	 
	 	 	
THE BANK OF NEW YORK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ William M. Barnum



Name:  William M. Barnum

Title:  Vice President
	 
	 	 	
WELLS FARGO BANK NA, as a Bank
	 
	 	 	 
	 
	 	 	
By:
	 
	 	 	
 



Name:

Title:
	 
	 	 	
JPMORGAN CHASE BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Rebecca Vogel



Name:  Rebecca Vogel

Title:  Vice President
	 
	 	 	
MIZUHO CORPORATE BANK, LTD., as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ J. Kenneth Biegen



Name:  J. Kenneth Biegen

Title:  Senior Vice President
	 
	 	 	
SOVEREIGN BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Jesse Wong



Name:  Jesse Wong

Title:  AVP



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NATIONAL CITY BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Thomas J. McDonnell



Name:  Thomas J. McDonnell

Title:  Senior Vice President
	 
	 	 	
BANK OF AMERICA, N.A., as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Amy Krovocheck



Name:  Amy Krovocheck

Title:  Vice President
	 
	 	 	
COMERICA BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Joel S. Gordon



Name:  Joel S. Gordon

Title:  Assistant Vice President
	 
	 	 	
FIFTH THIRD BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Ann Pierson



Name:  Ann Pierson

Title:  Corporate Banking Officer
	 
	 	 	
MELLON BANK, N.A. , as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Louis E. Flori



Name:  Louis E. Flori

Title:  Vice President
	 
	 	 	
U.S. BANK, NATIONAL ASSOCIATION, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Thomas L. Bayer



Name:  Thomas L. Bayer

Title:  Vice President



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ALLFIRST BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Carol A. Dalton



Name:  Carol A. Dalton

Title:  Senior Vice President
	 
	 	 	
FIRST HAWAIIAN BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Charles L. Jenkins



Name:  Charles L. Jenkins

Title:  Vice President, Manager
	 
	 	 	
HIBERNIA NATIONAL BANK, as a Bank
	 
	 	 	 
	 
	 	 	
By: /s/ Michael R. Geissler



Name:  Michael R. Geissler

Title:  Vice President
	 
	Acknowledged and Agreed:	 	 




	 	 	 
	BARNES & NOBLE BOOKSELLERS, INC., Guarantor	 	 
	By: /s/ Larry Zilavy	 	
 
	
	 	 
	Name: Larry Zilavy

Title: Chief Financial Officer

Hereunto Duly Authorized	 	 



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	B. DALTON BOOKSELLER, INC., Guarantor	 	 
	 	 	
 
	By: /s/ Larry Zilavy	 	 
	
	 	 
	Name: Larry Zilavy

Title: Chief Financial Officer

Hereunto Duly Authorized	 	 
	 	 	 
	DOUBLEDAY BOOK SHOPS, INC., Guarantor	 	 
	 	 	
 
	By: /s/ Larry Zilavy	 	 
	
	 	 
	Name: Larry Zilavy

Title: Chief Financial Officer

Hereunto Duly Authorized	 	 
	 	 	 
	B&N.COM HOLDING CORP., Guarantor	 	 
	 	 	
 
	By: /s/ Larry Zilavy	 	 
	
	 	 
	Name: Larry Zilavy

Title: Chief Financial Officer

Hereunto Duly Authorized	 	 
	 	 	 
	CCI HOLDINGS, INC., Guarantor	 	 
	 	 	
 
	By: /s/ Larry Zilavy	 	 
	
	 	 
	Name: Larry Zilavy

Title: Chief Financial Officer

Hereunto Duly Authorized