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 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.     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.




	 	 	 	 	 	 	 
	 	 	BARNES & NOBLE, INC., Borrower
	 	 	 	 	 	 	 
	 	 	By:	 	/s/
John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President & Treasurer
	 	 	 	 	 	 	 
	 	 	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:
	 	Managing Director
	 	 	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 	 	as a Bank and as Syndication Agent
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ William F. Fox
	 	 	 	 	

	 	 	 	 	Name:
	 	William F. Fox
	 	 	 	 	Title:
	 	Vice President
	 	 	 	 	 	 	 
	(Signatures continued on next page)




 







 



	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC., as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Charles C. Philipp
	 	 	 	 	

	 	 	 	 	Name:
	 	Charles C. Philipp
	 	 	 	 	Title:
	 	Vice President
	 	 	 	 	 	 	 
	 	 	SUNTRUST BANK, as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Heidi M. Khambatta
	 	 	 	 	

	 	 	 	 	Name:
	 	Heidi M. Khambatta
	 	 	 	 	Title:
	 	Vice President
	 	 	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Johna M. Fidanza
	 	 	 	 	

	 	 	 	 	Name:
	 	Johna M. Fidanza
	 	 	 	 	Title:
	 	Vice President
	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK NA, as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Peter M. Angelica
	 	 	 	 	

	 	 	 	 	Name:
	 	Peter M. Angelica
	 	 	 	 	Title:
	 	Vice President
	 	 	 	 	 	 	 
	 	 	SOVEREIGN BANK, as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Robert Cook
	 	 	 	 	

	 	 	 	 	Name:
	 	Robert Cook
	 	 	 	 	Title:
	 	Senior Vice President
	 	 	 	 	 	 	 
	(Signatures continued on next page)




 







 



	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Temple Abney
	 	 	 	 	

	 	 	 	 	Name:
	 	Temple Abney
	 	 	 	 	Title:
	 	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/ Mark F. Johnston
	 	 	 	 	

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

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

	 	 	 	 	Name:
	 	Charles L. Jenkins
	 	 	 	 	Title:
	 	Vice President, Manager
	 	 	 	 	 	 	 
	(Signatures continued on next page)



 







 



	 	 	 	 	 	 	 
	 	 	HIBERNIA NATIONAL BANK, as a Bank
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Laura K. Watts
	 	 	 	 	

	 	 	 	 	Name:
	 	Laura K. Watts
	 	 	 	 	Title:
	 	Vice President
	 	 	 	 	 	 	 
	Acknowledged and Agreed:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	BARNES & NOBLE BOOKSELLERS, INC., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
	 	 	 	 	 	 	Hereunto Duly Authorized
	 	 	 	 	 	 	 
	 	 	B. DALTON BOOKSELLER, INC., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
	 	 	 	 	 	 	Hereunto Duly Authorized
	 	 	 	 	 	 	 
	 	 	DOUBLEDAY BOOK SHOPS, INC., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
	 	 	 	 	 	 	Hereunto Duly Authorized
	 	 	 	 	 	 	 
	 	 	B&N.COM HOLDING CORP., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
	 	 	 	 	 	 	Hereunto Duly Authorized
	 	 	 	 	 	 	 
	(Signatures continued on next page)



 







 



	 	 	 	 	 	 	 
	 	 	CCI HOLDINGS, INC., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
Hereunto Duly Authorized
	 	 	 	 	 	 	 
	 	 	STERLING PUBLISHING CO., INC., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
	 	 	 	 	 	 	Hereunto Duly Authorized
	 	 	 	 	 	 	 
	 	 	ALTAMONT PRESS, INC., Guarantor
	 	 	 	 	 	 	 
	 	 	By:	 	/s/ John C. Weisenseel
	 	 	 	 	

	 	 	 	 	Name:
	 	John C. Weisenseel
	 	 	 	 	Title:
	 	Vice President and Treasurer
	 	 	 	 	 	 	Hereunto Duly Authorized