Exhibit 10.2
 
 $200,000,000
 SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT
 among
 NBC HOLDINGS CORP. and
NBC ACQUISITION CORP.,
each a Debtor and Debtor-in-Possession, as Guarantors,
 NEBRASKA BOOK COMPANY, INC.,
a Debtor and Debtor-in-Possession, as Borrower,
 The Several Lenders
from Time to Time Parties Hereto,
 JPMORGAN CHASE BANK, N.A.,
as Administrative Agent and
Collateral Agent,
 Dated as of June ___, 2011
 J.P. MORGAN SECURITIES LLC
as Sole Arranger and Sole Bookrunner




---



##### 



TABLE OF CONTENTS
 PageSECTION 1. DEFINITIONS
    
    
    21.1 Defined Terms
    
    
    21.2 Other Definitional Provisions
    
    
    371.3 Accounting Terms; GAAP
    
    
    37SECTION 2. AMOUNT AND TERMS OF COMMITMENTS
    
    
    372.1 Commitments
    
    
    372.2 Procedure for Borrowing
    
    
    382.3 Base Rate Loans Prior to Second Availability Date
    
    
    392.4 RESERVED
    
    
    392.5 Repayment of Loans; Evidence of Debt
    
    
    392.6 Commitment Fees, etc
    
    
    402.7 Termination or Reduction of Revolving Credit Commitments
    
    
    402.8 Optional Prepayments
    
    
    412.9 Mandatory Prepayments
    
    
    412.10 Conversion and Continuation Options
    
    
    422.11 Minimum Amounts and Maximum Number of Eurodollar Tranches
    
    
    432.12 Interest Rates and Payment Dates
    
    
    432.13 Computation of Interest and Fees
    
    
    442.14 Inability to Determine Interest Rate
    
    
    442.15 Pro Rata Treatment and Payments
    
    
    452.16 Requirements of Law
    
    
    462.17 Taxes
    
    
    482.18 Indemnity
    
    
    512.19 Illegality
    
    
    512.20 Change of Lending Office
    
    
    512.21 Replacement of Lenders under Certain Circumstances
    
    
    522.22 Defaulting Lenders
    
    
    522.23 Protective Advances
    
    
    542.24 Priority and Liens
    
    
    552.25 Payment of Obligations
    
    
    562.26 No Discharge; Survival of Claims
    
    
    562.27 Conflicts
    
    
    56SECTION 3. LETTERS OF CREDIT
    
    
    563.1 L/C Commitment
    
    
    563.2 Procedure for Issuance of Letter of Credit
    
    
    573.3 Commissions, Fees and Other Charges
    
    
    573.4 L/C Participations
    
    
    573.5 Reimbursement Obligation of the Borrower
    
    
    58
  -i-




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##### 



Page3.6 Obligations Absolute
    
    
    603.7 Letter of Credit Payments
    
    
    593.8 Applications
    
    
    59SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    604.1 Financial Condition
    
    
    604.2 No Change
    
    
    614.3 Corporate Existence; Compliance with Law
    
    
    614.4 Corporate Power; Authorization; Enforceable Obligations
    
    
    614.5 No Legal Bar
    
    
    624.6 No Material Litigation
    
    
    624.7 No Default
    
    
    624.8 Ownership of Property; Liens
    
    
    624.9 Intellectual Property
    
    
    624.10 Taxes
    
    
    634.11 Federal Regulations
    
    
    634.12 Labor Matters
    
    
    634.13 ERISA; Employee Benefits Plans
    
    
    634.14 Investment Company Act; Other Regulations
    
    
    644.15 Capitalization and Subsidiaries
    
    
    644.16 Use of Proceeds
    
    
    654.17 Environmental Matters
    
    
    654.18 Accuracy of Information, etc
    
    
    664.19 Security Documents
    
    
    664.20 Insurance
    
    
    674.21 Material Contracts
    
    
    67SECTION 5. CONDITIONS PRECEDENT
    
    
    675.1 Conditions to First Availability Date
    
    
    675.2 Conditions to Second Availability Date
    
    
    715.3 Conditions to Each Extension of Credit
    
    
    71SECTION 6. AFFIRMATIVE COVENANTS
    
    
    726.1 Financial Statements
    
    
    726.2 Certificates; Other Information
    
    
    736.3 Payment of Obligations
    
    
    766.4 Conduct of Business and Maintenance of Existence, etc
    
    
    766.5 Maintenance of Property; Insurance
    
    
    766.6 Inspection of Property; Books and Records; Discussions; Appraisals; Field Examinations
    
    
    766.7 Notices
    
    
    776.8 Environmental Laws
    
    
    786.9 Additional Collateral, etc
    
    
    796.10 Control Agreements
    
    
    81
  -ii-




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##### 



Page6.11 Update Calls
    
    
    816.12 Ratings
    
    
    826.13 Post Closing Covenants
    
    
    82SECTION 7. NEGATIVE COVENANTS
    
    
    837.1 Financial Condition Covenants
    
    
    837.2 Limitation on Indebtedness
    
    
    847.3 Limitation on Liens
    
    
    857.4 Limitation on Fundamental Changes
    
    
    877.5 Limitation on Sale of Assets
    
    
    877.6 Limitation on Restricted Payments
    
    
    887.7 Limitation on Investments, Loans and Advances
    
    
    887.8 Limitation on Modifications of Material Documents
    
    
    897.9 Limitation on Transactions with Affiliates
    
    
    897.10 Limitation on Sales and Leasebacks
    
    
    907.11 Limitation on Changes in Fiscal Periods
    
    
    907.12 Limitation on Negative Pledge Clauses
    
    
    907.13 Limitation on Restrictions on Subsidiary Distributions
    
    
    907.14 Limitation on Lines of Business
    
    
    907.15 Limitation on Activities of Holdings and SuperHoldings
    
    
    907.16 Swap Agreements
    
    
    917.17 No Non-Debtors
    
    
    917.18 Chapter 11 Claims
    
    
    91SECTION 8. EVENTS OF DEFAULT; APPLICATION OF PROCEEDS
    
    
    918.1 Events of Default
    
    
    918.2 Application of Proceeds
    
    
    96SECTION 9. THE AGENTS
    
    
    979.1 Appointment
    
    
    979.2 Delegation of Duties
    
    
    989.3 Exculpatory Provisions
    
    
    989.4 Reliance by Administrative Agent
    
    
    989.5 Notice of Default
    
    
    999.6 Non-Reliance on Administrative Agent and Other Lenders
    
    
    999.7 Indemnification
    
    
    999.8 Administrative Agent in Its Individual Capacity
    
    
    1009.9 Successor Administrative Agent
    
    
    1009.10 Authorization to Release Liens
    
    
    1009.11 Reports
    
    
    1019.12 Arranger
    
    
    101
  -iii-




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##### 



PageSECTION 10. MISCELLANEOUS
    
    
    10110.1 Amendments and Waivers
    
    
    10110.2 Notices
    
    
    10210.3 No Waiver; Cumulative Remedies
    
    
    10310.4 Survival of Representations and Warranties
    
    
    10410.5 Payment of Expenses
    
    
    10410.6 Successors and Assigns; Participations and Assignments
    
    
    10610.7 Adjustments; Set-off
    
    
    10910.8 Counterparts
    
    
    11010.9 Severability
    
    
    11010.10 Integration
    
    
    11010.11 GOVERNING LAW
    
    
    11010.12 Submission To Jurisdiction; Waivers
    
    
    11110.13 Acknowledgements
    
    
    11110.14 WAIVERS OF JURY TRIAL
    
    
    11210.15 Confidentiality
    
    
    11210.16 USA PATRIOT Act
    
    
    11310.17 Appointment for Perfection
    
    
    11310.18 Reserved
    
    
    11310.19 Release of Liens
    
    
    11310.20 Disclosure
    
    
    113SECTION 11. REMEDIES; APPLICATION OF PROCEEDS
    
    
    11411.1 Remedies; Obtaining the Collateral Upon Default
    
    
    11411.2 Remedies; Disposition of the Collateral
    
    
    11511.3 Application of Proceeds
    
    
    11511.4 WAIVER OF CLAIMS
    
    
    11711.5 Remedies Cumulative
    
    
    11711.6 Discontinuance of Proceeding
    
    
    117
  -iv-




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##### 



1.1A
    
    Revolving Credit Commitments1.1B
    
    Mortgaged Property1.1C
    
    Priming Jurisdictions3.1
    
    Rollover Letters of Credit4.4
    
    Consents, Authorizations, Filings and Notices4.9
    
    Intellectual Property4.15
    
    Subsidiaries4.19(b)
    
    UCC Filing Jurisdictions4.19(c)
    
    Mortgage Filing Jurisdictions4.20
    
    Insurance4.21
    
    Material Contracts5.1(s)
    
    Prepetition Letters of Credit7.2(e)
    
    Existing Indebtedness7.3(f)
    
    Existing Liens7.5
    
    Permitted Asset Sales7.7
    
    Existing Investments
  A
    
    Form of Guarantee and Collateral AgreementB-1
    
    Form of Borrower Compliance CertificateB-2
    
    Form of Holdings Compliance CertificateB-3
    
    Form of SuperHoldings Compliance CertificateC-1
    
    Form of Borrower Closing CertificateC-2
    
    Form of Holdings Closing CertificateC-3
    
    Form of Subsidiary Closing CertificateC-4
    
    Form of SuperHoldings Closing CertificateD
    
    [Reserved]E
    
    Form of Assignment and AssumptionF
    
    Form of Legal Opinion of Kirkland & Ellis LLPG-1
    
    Form of Revolving Credit NoteG-2
    
    Form of Term Loan NoteH
    
    Form of U.S. Tax CertificateI
    
    Form of Borrowing Base CertificateF
    
    Form of Interim Order
  -v-




---



##### 



Agreement   SuperHoldings Holdings Borrower Lenders Administrative Agent
 PRELIMINARY STATEMENTS
 Petition Date
 Term Loan Facility Revolving Facility
    or 507(b);
 Excluded Equity Interests




---



##### 



Defined Terms
 Account
 Administrative Agent
 Affiliate
  2




---



##### 



Agreement
 Applicable Margin
 Applicable Percentage
 Applicable Revolving Percentage
 Applicable Term Loan Percentage
 Application
 Approved Fund
 Arranger
 Asset Sale
 Assignee
 Assignment and Assumption
 Banking Services
  3




---



##### 



Banking Services Obligations
 Bankruptcy Code
 Bankruptcy Court
 Bankruptcy Event
 Base Rate Prime
Rate
 Base Rate Loans
  4




---



##### 



Benefitted Lender
 Board
 Bookstore
 Borrower
 Borrowing
 Borrowing Base
 minus minus plus
 minus multiplied by multiplied by minus minus
     5




---



##### 



Borrowing Base Certificate
 Borrowing Date
 Budget
 Business
 Business Day
 Capital Lease Obligations
 Capital Stock
 Carve Out
  6




---



##### 



Carve Out Reserves
 Cases
 Cash Collateral
 Cash Dominion Period
 Cash Equivalents S&P Moodys
 Cash Flow Forecast
  7




---



##### 



Closing Date
 Code
 Collateral
 Collateral Access Agreement
 Collection Account
 Commitment Fee Rate
 Commitment
 Committee
 Commonly Controlled Entity
 Compliance Certificate
 Concentration Account
 Conduit Lender provided provided further
  8




---



##### 



Confirmation Order
 Consolidated EBITDA plus provided minus
 Consolidated Net Income provided
  9




---



##### 



Contingent Obligations
 Continuing Directors
 Contractual Obligation
 Credit Party
 Debtor
 Default
 Defaulted Account
 Defaulting Lender :
  10




---



##### 



Deposit Account
 Deposit Account Control Agreement
 Dilution Factors
 Dilution Ratio divided less
 Dilution Reserve
 Disposition Dispose Disposed of
 Dollars $
 Domestic Subsidiary
 Effective Date
  11




---



##### 



Eligible Accounts Receivable less
         12




---



##### 



Defaulted Account
         13




---



##### 



14




---



##### 



provided that
  15




---



##### 



Eligible Inventory Inventory net of
              16




---



##### 



17




---



##### 



Environmental Laws
 ERISA
 Eurocurrency Reserve Requirements
 Eurodollar Base Rate Eurodollar Base Rate
 Eurodollar Loans
 Eurodollar Rate
 Eurodollar Base Rate1.00 - Eurocurrency Reserve Requirements
  18




---



##### 



Eurodollar Tranche
 Event of Default provided
 Excluded Equity Interests
 Excluded Foreign Subsidiary
 Excluded Taxes
 Exposure
 Facilities
 FATCA
 Federal Funds Effective Rate
  19




---



##### 



Fee Letter
 Final Revolving Credit Loans
 Final Order
 Final Order Entry Date
 First Availability Date
 Foreign Benefit Arrangement
 Foreign Plan
 Foreign Subsidiary
 Funding Office
 GAAP
 Governmental Authority
 Guarantee and Collateral Agreement
  20




---



##### 



Guarantee Obligation guaranteeing person primary obligations primary obligor provided however
 Guarantors
 Holdings
 Holdings Discount Notes
 Holdings Discount Notes Indenture
  21




---



##### 



Indebtedness
 Indemnified Taxes
 Indentures
 Information Systems Inventory
 Initial Cash Flow Forecast
 Initial Letters of Credit
 Initial Revolving Credit Loans
 Insolvency
 Insolvent
 Intellectual Property
  22




---



##### 



Interest Payment Date
 Interest Period provided
     Interim Revolving Credit Loan Availability Amount
 Interim Order
 Interim Order Entry Date
 Inventory
  23




---



##### 



Inventory Reserves
       Investment Grade
 IRS
 Issuing Lender
 Landlord Waiver
 L/C Cash Collateral
  24




---



##### 



L/C Commitment
 L/C Fee Payment Date
 L/C Obligations
 L/C Participants
 LC Exposure
 Lenders provided
 Letters of Credit
 Lien
 Liquidity provided
  25




---



##### 



Loan
 Loan Documents
 Loan Parties
 Material Adverse Effect
 Materials of Environmental Concern
 Maturity Date
 Moodys
 Mortgaged Properties
 Mortgages
 Multiemployer Plan
  26




---



##### 



Net Cash Proceeds
 Net Orderly Liquidation Value
 Non-Consenting Lender
 Non-U.S. Lender
 Notes
 Obligations
 Orders
 Other Taxes
 Parent
 Participant
 Participant Register
 Past-due Addbacks
  27




---



##### 



Payment Office
 PBGC
 Peak Period
 Pension Act
 Permitted Discretion
 Person
 Petition Date
 Plan
 Prepetition Agent
 Prepetition Banking Services Obligations
 Prepetition Credit Agreement
 Prepetition Lenders
 Prepetition Letters of Credit
  28




---



##### 



Prepetition Obligations
 Prepetition Secured Parties
 Prepetition Swap Agreements
 Prepetition Swap Obligations
 Primary Investors
 Priming Jurisdiction
 Pro Forma Basis
 Prohibited Transaction
 Properties
 Property
 Protective Advances
  29




---



##### 



Recovery Event
 Reference Lender
 Register
 Regulation U
 Reimbursement Obligation
 Reinvestment Deferred Amount
 Reinvestment Event
 Reinvestment Notice
 Reinvestment Prepayment Amount
 Reinvestment Prepayment Date
 Related Credit Party
 Related Party
  30




---



##### 



Rent Reserve
 Reorganization
 Reorganization Plan
 Report
 Reportable Event
 Repricing Transaction
 Required Lenders
 Requirement of Law
  31




---



##### 



Reserved Local Blocked Account
 Reserved Local Blocked Account Reserve
 Reserved Local Blocked Account Value
 Reserves
 Responsible Officer
 Restricted Payment
 Retail Inventory
 Revolving Credit Availability minus
 Revolving Credit Commitment
  32




---



##### 



Revolving Credit Commitment Period
 Revolving Credit Loans
 Revolving Credit Exposure
 Revolving Facility
 Revolving Lender
 Rollover Issuing Lender
 Rollover Letters of Credit
 RTV Reserve
 S&P
 Second Availability Date
 Secured Parties
 Security Documents
 Senior Secured Notes Indenture
  33




---



##### 



Senior Secured Notes
 Senior Subordinated Notes Indenture
 Senior Subordinated Notes 5 8
 Single Employer Plan
 Sponsors
 Subsidiary
 Subsidiary Guarantor
 SuperHoldings
 Supermajority Revolving Lenders
 Superpriority Claim
  34




---



##### 



Swap Agreement provided
 Swap Obligations
 Taxes
 Term Lender
 Term Loan Commitment
 Term Loan Exposure
 Term Loan Facility
 Term Loans
 Term Prepayment Premium
 Termination Date
  35




---



##### 



Total Commitments
 Total Exposure
 Total Revolving Credit Commitments
 Total Revolving Credit Exposure
 Total Term Loan Commitments
 Total Term Loan Exposure
 Transferee
 Type
 UCC
 Uniform Customs
 U.S. Person
 U.S. Tax Certificate
 Wholly Owned Subsidiary
 Wholly Owned Subsidiary Guarantor
 Withdrawal Liability
 Withholding Agent
  36




---



##### 



Other Definitional Provisions
   Accounting Terms; GAAP
  Commitments Revolving Credit Loans provided Initial
Revolving Credit Loans Final Revolving Credit Loans provided further provided
  37




---



##### 



Term Loans provided
  Procedure for Borrowing provided pro rata
  38




---



##### 



provided pro rata
 Base Rate Loans Prior to Second Availability Date
 RESERVED
 Repayment of Loans; Evidence of Debt
 first second third provided
   39




---



##### 



prima facie provided however
  Commitment Fees, etc
  Termination or Reduction of Revolving Credit Commitments provided
  40




---



##### 



Optional Prepayments provided
  Mandatory Prepayments
   provided
 provided however
 provided provided further
  41




---



##### 



first second third provided
   Conversion and Continuation Options provided provided
  42




---



##### 



provided provided further
 Minimum Amounts and Maximum Number of Eurodollar Tranches
 Interest Rates and Payment Dates
  plus plus plus
  43




---



##### 



provided
 Computation of Interest and Fees
  Inability to Determine Interest Rate
    44




---



##### 



Pro Rata Treatment and Payments
 pro rata
 pro rata
    45




---



##### 



pro rata
 Reserved
  Requirements of Law
     46




---



##### 



provided provided further
    47




---



##### 



Taxes
      48




---



##### 



U.S. Tax Certificate
  49




---



##### 



50




---



##### 



Indemnity over
 Illegality
 Change of Lending Office provided provided further
  51




---



##### 



Replacement of Lenders under Certain Circumstances provided
 Defaulting Lenders
  
    52




---



##### 



53




---



##### 



Protective Advances Protective
Advances provided provided further
   54




---



##### 



Priority and Liens Carve Out
   55




---



##### 



Payment of Obligations
 No Discharge; Survival of Claims
 Conflicts
  L/C Commitment Letters of Credit provided
  56




---



##### 



Procedure for Issuance of Letter of Credit
 Commissions, Fees and Other Charges
  L/C Participations
  57




---



##### 



pro rata pro rata provided however
 Reimbursement Obligation of the Borrower
  58




---



##### 



Obligations Absolute
 Letter of Credit Payments
 Applications
  59




---



##### 



Financial Condition Reserved
    60




---



##### 



No Change
 Corporate Existence; Compliance with Law
 Corporate Power; Authorization; Enforceable Obligations
  61




---



##### 



No Legal Bar
 No Material Litigation
 No Default
 Ownership of Property; Liens
 Intellectual Property
  62




---



##### 



Taxes
 Federal Regulations
 Labor Matters
 ERISA; Employee Benefits Plans
  63




---



##### 



Investment Company Act; Other Regulations
 Capitalization and Subsidiaries
  64




---



##### 



Use of Proceeds provided
 Environmental Matters Properties
 Business
    65




---



##### 



Accuracy of Information, etc
 Security Documents
   66




---



##### 



Insurance Schedule 4.20
 Material Contracts
  Conditions to First Availability Date
 Loan Documents
 Certificates of Good Standing
 Prepetition Obligations
  67




---



##### 



Financial Statements
 Approvals
 Fees
 Lien Searches
 Appraisals and Field Exams
 Closing Certificate
  68




---



##### 



Legal Opinions
    Pledged Stock; Stock Power; Pledged Notes
 Filings, Registrations and Recordings
 Insurance
 Funding Accounts
 Know Your Customer Requirements.
  69




---



##### 



Interim Order Initial Letters of Credit Interim Revolving Credit
Loan Availability Amount
 First-Day Motions
 Initial Cash Flow Forecast Initial Cash Flow Forecast
 Prepetition Letters of Credit Prepetition Letters of Credit
  70




---



##### 



Conditions to Second Availability Date
 Final Order
 Fees and Expenses
 Ratings
 Conditions to Each Extension of Credit
 Representations and Warranties
 No Default
   71




---



##### 



Financial Statements
        72




---



##### 



Certificates; Other Information
   Reserved
    73




---



##### 



provided provided further
      74




---



##### 



Cash Flow Forecast
  [  ]
  
 provided however
   75




---



##### 



Payment of Obligations
 Conduct of Business and Maintenance of Existence, etc
 Maintenance of Property; Insurance
 Inspection of Property; Books and Records; Discussions; Appraisals; Field
Examinations
  76




---



##### 



provided however
 provided however
 Notices
     77




---



##### 



Environmental Laws
  78




---



##### 



Additional Collateral, etc
   79




---



##### 



80




---



##### 



Control Agreements
 provided
 Update Calls
  81




---



##### 



Ratings
 Post Closing Covenants
      82




---



##### 



Financial Condition Covenants
 Minimum Liquidity
  83




---



##### 



Minimum Cumulative Consolidated EBITDA
 Minimum ConsolidatedMonth
    
    EBITDAJuly 2011
    
    $
    3,500,000August 2011
    
    $
    35,000,000September 2011
    
    $
    40,000,000October 2011
    
    $
    35,000,000November 2011
    
    $
    35,000,000December 2011
    
    $
    35,000,000January 2012
    
    $
    65,000,000February 2012
    
    $
    60,000,000March 2012
    
    $
    55,000,000April 2012
    
    $
    55,000,000May 2012
    
    $
    55,000,000June 2012
    
    $
    55,000,000
 Limitation on Indebtedness
  provided
        84




---



##### 



less
   Limitation on Liens
 provided
     provided
  85




---



##### 



provided
   provided
      L/C Cash Collateral
  86




---



##### 



Limitation on Fundamental Changes
 provided provided
  Limitation on Sale of Assets
     provided
  87




---



##### 



Limitation on Restricted Payments Restricted Payments
    Limitation on Investments, Loans and Advances
        88




---



##### 



provided
   provided
 Limitation on Modifications of Material Documents.
 Limitation on Transactions with Affiliates provided
  89




---



##### 



Limitation on Sales and Leasebacks
 Limitation on Changes in Fiscal Periods
 Limitation on Negative Pledge Clauses
 Limitation on Restrictions on Subsidiary Distributions
 Limitation on Lines of Business
 Limitation on Activities of Holdings and SuperHoldings
  90




---



##### 



Swap Agreements
 No Non-Debtors
 Chapter 11 Claims
  Events of Default
    91




---



##### 



provided
    92




---



##### 



Continuing
Directors
  93




---



##### 



94




---



##### 



provided , further
  95




---



##### 



Application of Proceeds
 First
 Second
 Third,
 Fourth
 Fifth
 Sixth
 Seventh
  96




---



##### 



Eighth
 Ninth
 Tenth
 Eleventh
 Twelfth
 Thirteenth
 Last
   Appointment
  97




---



##### 



Delegation of Duties
 Exculpatory Provisions
 Reliance by Administrative Agent
  98




---



##### 



Notice of Default provided
 Non-Reliance on Administrative Agent and Other Lenders
 Indemnification provided
  99




---



##### 



Administrative Agent in Its Individual Capacity
 Successor Administrative Agent
 Authorization to Release Liens
  100




---



##### 



Reports
 Arranger
  Amendments and Waivers provided however
  101




---



##### 



Non-Consenting Lender provided
 Notices
 SuperHoldings and Holdings:
    
    NBC Acquisition Corp.4700 South 19th StreetLincoln, Nebraska 68501Attention:  Chief Financial OfficerFacsimile:  402-421-0507
  102




---



##### 



The Borrower:
    
    Nebraska Book Company, Inc.4700 South 19th StreetLincoln, Nebraska 68501Attention:  Chief Financial OfficerFacsimile:  402-421-0507With a copy to:
    
    Kirkland & Ellis LLP601 Lexington AvenueNew York, New York 10022Attention: Leonard Klingbaum, Esq.Facsimile: 212-446-6460The Administrative Agent:
    
    JPMorgan Chase Bank, N.A.Bank Loans and Agency Services1111 Fannin Street, 10th FloorHouston, TX 77002Attention:  Syed X AbbasFacsimile:  713-286-3245with a copy to:
    
    JPMorgan Chase Bank, N.A.270 Park AvenueNew York, New York 10017Attention:  [Eric H Pratt]Facsimile:  212-270-6842
 provided
 provided provided
 No Waiver; Cumulative Remedies
  103




---



##### 



Survival of Representations and Warranties
 Payment of Expenses provided provided further
  104




---



##### 



105




---



##### 



Successors and Assigns; Participations and Assignments
 Assignee
 provided
   provided
  106




---



##### 



Approved Fund provided
  Register
   107




---



##### 



Participant provided provided provided Participant
Register provided
  108




---



##### 



provided
  provided
 Adjustments; Set-off Benefitted Lender
  109




---



##### 



provided
 Counterparts
 Severability
 Integration
 GOVERNING LAW THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE
GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
  110




---



##### 



Submission To Jurisdiction; Waivers
      Acknowledgements
     111




---



##### 



WAIVERS OF JURY TRIAL SUPERHOLDINGS, HOLDINGS, THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 Confidentiality provided Transferee
 EACH LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN SECTION 10.15 FURNISHED TO IT PURSUANT
TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS
AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS THAT IT HAS
DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT
WILL HANDLE SUCH MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE
LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
 ALL INFORMATION, INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWER OR
THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE OF ADMINISTERING, THIS
AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC
INFORMATION ABOUT THE BORROWER, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE
SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT
IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION
THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND
APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.
  112




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##### 



USA PATRIOT Act
 Appointment for Perfection
 Reserved
 Release of Liens
 Disclosure
  113




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##### 



Remedies; Obtaining the Collateral Upon Default
          114




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##### 



Remedies; Disposition of the Collateral
 Application of Proceeds
   115




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##### 



WAIVER OF CLAIMS . EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE LOAN PARTIES HEREBY WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW:
      116




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##### 



Remedies Cumulative
 Discontinuance of Proceeding
  117




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##### 



NBC HOLDINGS CORP.By:Name:Title: NBC ACQUISITION CORP.By:Name:Title: NEBRASKA BOOK COMPANY, INC.By:Name:Title:




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##### 



JPMORGAN CHASE BANK, N.A.
as Administrative Agent and a LenderBy:Name:Title:




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##### 



Term Loan
    
    
    Revolving CreditLender
    
    Commitment
    
    
    CommitmentJPMorgan Chase Bank, N.A.
    
    $
    125,000,000
    
    
    $
    75,000,000TOTAL COMMITMENTS
    
    $
    125,000,000
    
    
    $
    75,000,000