Exhibit 10.3




---



##### 



PageSECTION 1. DEFINED TERMS
    
    
    21.1 Definitions
    
    
    21.2 Other Definitional Provisions
    
    
    7SECTION 2. GUARANTEE
    
    
    72.1 Guarantee
    
    
    72.2 Right of Contribution
    
    
    82.3 No Subrogation
    
    
    92.4 Amendments, etc. with respect to the Borrower Obligations
    
    
    92.5 Guarantee Absolute and Unconditional
    
    
    92.6 Reinstatement
    
    
    102.7 Payments
    
    
    10SECTION 3. GRANT OF SECURITY INTEREST
    
    
    11SECTION 4. REPRESENTATIONS AND WARRANTIES
    
    
    124.1 Representations in Credit Agreement
    
    
    124.2 Title; No Other Liens
    
    
    124.3 Perfected First Priority Liens
    
    
    124.4 Jurisdiction of Organization; Chief Executive Office
    
    
    134.5 Collateral Locations
    
    
    134.6 Farm Products
    
    
    134.7 Investment Property
    
    
    134.8 Accounts and Chattel Paper
    
    
    144.9 Intellectual Property
    
    
    144.10 Deposit Accounts
    
    
    154.11 Letter-of-Credit Rights and Chattel Paper
    
    
    154.12 Inventory
    
    
    154.13 Commercial Tort Claims
    
    
    154.14 Vehicles
    
    
    16SECTION 5. COVENANTS
    
    
    165.1 Covenants in Credit Agreement; Payment of Obligations
    
    
    165.2 Delivery of Instruments, Certificated Securities and Chattel Paper
    
    
    165.3 Maintenance of Perfected Security Interest; Further Documentation
    
    
    175.4 Changes in Locations, Name, etc.
    
    
    175.5 Notices
    
    
    185.6 Investment Property
    
    
    185.7 Receivables
    
    
    195.8 Intellectual Property
    
    
    195.9 Maintenance of Inventory
    
    
    215.10 Insurance
    
    
    215.11 Commercial Tort Claims
    
    
    22




---



##### 



Page5.12 Letter-of-Credit Rights
    
    
    225.13 Collateral Access Agreements
    
    
    225.14 Vehicles
    
    
    22SECTION 6. COLLECTION AND APPLICATION OF COLLATERAL PROCEEDS; DEPOSIT ACCOUNTS
    
    
    236.1 Collection of Receivables
    
    
    236.2 Covenant Regarding New Deposit Accounts; Lock Boxes
    
    
    246.3 Application of Proceeds; Deficiency
    
    
    246.4 Local Store Accounts
    
    
    25SECTION 7. REMEDIAL PROVISIONS
    
    
    267.1 Certain Matters Relating to Receivables
    
    
    267.2 Communications with Obligors; Grantors Remain Liable
    
    
    277.3 Pledged Stock
    
    
    287.4 Proceeds to be Turned Over To Administrative Agent
    
    
    297.5 Application of Proceeds
    
    
    297.6 Code and Other Remedies
    
    
    297.7 Registration Rights
    
    
    317.8 Grantors Obligations Upon Default
    
    
    327.9 Grant of Intellectual Property License
    
    
    327.10 Subordination
    
    
    337.11 Deficiency
    
    
    33SECTION 8. THE ADMINISTRATIVE AGENT
    
    
    338.1 Administrative Agents Appointment as Attorney-in-Fact, etc.
    
    
    338.2 Duty of Administrative Agent
    
    
    358.3 Execution of Financing Statements and Other Documents
    
    
    368.4 Secured Party Performance of Debtor Obligations
    
    
    368.5 Specific Performance of Certain Covenants
    
    
    378.6 Authority of Administrative Agent
    
    
    37SECTION 9. MISCELLANEOUS
    
    
    379.1 Amendments in Writing
    
    
    379.2 Notices
    
    
    379.3 Waivers
    
    
    379.4 No Waiver by Course of Conduct; Cumulative Remedies
    
    
    389.5 Enforcement Expenses; Indemnification
    
    
    389.6 Successors and Assigns
    
    
    389.7 Set-Off
    
    
    399.8 Counterparts
    
    
    399.9 Severability
    
    
    399.10 Section Headings
    
    
    399.11 Integration
    
    
    39




---



##### 



Page9.12 Reinstatement
    
    
    409.13 GOVERNING LAW
    
    
    409.14 Submission To Jurisdiction; Waivers
    
    
    409.15 Acknowledgements
    
    
    419.16 WAIVER OF JURY TRIAL
    
    
    419.17 Additional Grantors
    
    
    419.18 Releases
    
    
    419.19 Interim Order and Final Order
    
    
    41




---



##### 



Schedule 1
    
    Notice AddressesSchedule 2
    
    Investment PropertySchedule 3
    
    Perfection MattersSchedule 4
    
    Jurisdictions of Organization and Chief Executive OfficesSchedule 5
    
    Inventory and Equipment LocationsSchedule 6
    
    Intellectual PropertySchedule 7
    
    [RESERVED]Schedule 8
    
    Commercial Tort ClaimsSchedule 9
    
    VehiclesSchedule 10
    
    Deposit Accounts; Lock BoxesSchedule 11
    
    Letter-of-Credit Rights; Chattel PaperSchedule 12
    
    Local Store AccountsSchedule 13
    
    Reserved Local Blocked AccountsANNEXESAnnex 1
    
    Assumption AgreementEXHIBITSA
    
    Form of DDA Notification




---



##### 



Grantors Administrative Agent Lenders Credit Agreement SuperHoldings Holdings Borrower
 W I T N E S S E T H




---



##### 



Definitions
  Account Debtor
 ACH
 Administrative Agent
 Agreement
 Borrower
 Borrower Obligations
 Collateral
  2




---



##### 



Collateral Access Agreement
 Collateral Deposit Account
 Collateral Report
 Collection Account
 Concentration Account
 Contingent Obligations
 Control
 Copyrights
 Copyright Licenses Schedule
6
 Credit Agreement
 DDA
 DDA Notification
  3




---



##### 



Deposit Account
 Deposit Account Control Agreement
 Excluded Property
 Grantors
 Guarantor Obligations
 Guarantors
 Holdings
 Intellectual Property
 Intent to Use Applications
 Intercompany Note
 Investment Property
  4




---



##### 



Issuers
 Lenders
 Local Blocked Account Agreement
 Local Blocked Account Bank
 Local Blocked Accounts
 Lock Boxes
 Lock Box Agreements
 New York UCC
 Obligations
 Patents Schedule 6 Schedule 6
 Patent License Schedule 6
 Pledged Notes Schedule 2
  5




---



##### 



Pledged Stock Schedule 2
 Proceeds
 Receivable
 Reserved Local Blocked Account
 Secured Parties
 Securities Act
 SuperHoldings
 Trademarks Schedule 6
 Trademark License Schedule 6
  6




---



##### 



Trigger Event
 Trigger Period
 UCC
 Vehicles
 Other Definitional Provisions
    Guarantee
  7




---



##### 



Right of Contribution
  8




---



##### 



No Subrogation
 Amendments, etc. with respect to the Borrower Obligations
 Guarantee Absolute and Unconditional
  9




---



##### 



Reinstatement
 Payments
  10




---



##### 



Collateral
                      11




---



##### 



provided however
    Representations in Credit Agreement provided
 Title; No Other Liens
 Perfected First Priority Liens
  12




---



##### 



Jurisdiction of Organization; Chief Executive Office Schedule 4 Schedule 4 Schedule 4
 Collateral Locations
 Farm Products
 Investment Property
     13




---



##### 



Accounts and Chattel Paper
   Intellectual Property Schedule 6
  Schedule 6
   14




---



##### 



Deposit Accounts Schedule 10
 Letter-of-Credit Rights and Chattel Paper Schedule 11 Schedule 11
 Inventory Schedule 5
 Commercial Tort Claims
  15




---



##### 



Vehicles
   Covenants in Credit Agreement; Payment of Obligations
 Delivery of Instruments, Certificated Securities and Chattel Paper
  16




---



##### 



Maintenance of Perfected Security Interest; Further Documentation
   Locations Schedule 5 Schedule 5 Schedule 5
 Changes in Locations, Name, etc.
     17




---



##### 



Notices
   Investment Property
   18




---



##### 



mutatis mutandis
 Receivables Certain Agreements on Receivables
 Collection of Receivables
 Delivery of Invoices
 Disclosure of Counterclaims on Receivables
 Electronic Chattel Paper
 Intellectual Property
  19




---



##### 



20




---



##### 



Maintenance of Inventory Returned Inventory
 Inventory Count
 Insurance
  21




---



##### 



Commercial Tort Claims
 Letter-of-Credit Rights
 Collateral Access Agreements Collateral Access Agreement
 Vehicles
  22




---



##### 



Collection of Receivables th provided Collateral Deposit Account Schedule 10 Lock Boxes Schedule 10 Lock Box Agreement
   23




---



##### 



Collection Account
 Covenant Regarding New Deposit Accounts; Lock Boxes provided
 Application of Proceeds; Deficiency
  24




---



##### 



Local Store Accounts
 th DDA Notification
 th
 th Local Blocked Accounts provided
   Reserved
 Reserved]
 Concentration Accounts
    25




---



##### 



Reserved
 provided
   Certain Matters Relating to Receivables
  26




---



##### 



Communications with Obligors; Grantors Remain Liable
   27




---



##### 



Pledged Stock
   28




---



##### 



Proceeds to be Turned Over To Administrative Agent
 Application of Proceeds
 Code and Other Remedies
  29




---



##### 



30




---



##### 



Registration Rights
    31




---



##### 



Grantors Obligations Upon Default
   Grant of Intellectual Property License
  32




---



##### 



Subordination
 Deficiency
  Administrative Agents Appointment as Attorney-in-Fact, etc.
     33




---



##### 



34




---



##### 



Duty of Administrative Agent
  35




---



##### 



Execution of Financing Statements and Other Documents
 Secured Party Performance of Debtor Obligations
  36




---



##### 



Specific Performance of Certain Covenants
 Authority of Administrative Agent
  Amendments in Writing
 Notices Schedule 1
 Waivers
  37




---



##### 



No Waiver by Course of Conduct; Cumulative Remedies
 Enforcement Expenses; Indemnification
    Successors and Assigns provided
  38




---



##### 



Set-Off provided
 Counterparts
 Severability
 Section Headings
 Integration
  39




---



##### 



Reinstatement
 GOVERNING LAW 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.
 Submission To Jurisdiction; Waivers
        40




---



##### 



Acknowledgements
    WAIVER OF JURY TRIAL EACH OF THE GRANTORS AND THE ADMINISTRATIVE AGENT HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO
THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
 Additional Grantors
 Releases
 Interim Order and Final Order
  41




---



##### 



NBC HOLDINGS CORP.
NBC ACQUISITION CORP.
NEBRASKA BOOK COMPANY, INC.
NBC TEXTBOOKS LLC
NET TEXTSTORE LLC
COLLEGE BOOKSTORES OF AMERICA, INC.
CAMPUS AUTHENTIC LLC
SPECIALTY BOOKS, INC.By:Name:Title:JPMORGAN CHASE BANK, N.A.,
as Administrative AgentBy:Name:Title:
  42




---



##### 



Schedule 1
   43




---



##### 



Schedule 2
  Pledged Stock:
 Issuer
    
    Class of Stock
    
    Stock Certificate No.
    
    No. of Shares
 Pledged Notes:
 Issuer
    
    Payee
    
    Principal Amount
  44




---



##### 



Schedule 3
   45




---



##### 



Schedule 4
  Grantor
    
    Location
  46




---



##### 



Schedule 5
  Grantor
    
    Locations
 
  47




---



##### 



Schedule 6
     48




---



##### 



Schedule 7
   49




---



##### 



Schedule 9
   50




---



##### 



Schedule 8
   51




---



##### 



Schedule 10
   52




---



##### 



Schedule 11
   53




---



##### 



1
 Agreement
    [NAME OF ISSUER]By:Title:Address for Notices:Attention:Fax:
 
 1
    
    This consent is necessary only with respect to any
Issuer which is not also a Grantor. This consent may be modified or eliminated
with respect to any Issuer that is not controlled by a Grantor. If a consent
is required, its execution and delivery should be included among the conditions
to the initial borrowing specified in the Credit Agreement.  54




---



##### 



Guarantee and Collateral Agreement
 Additional Grantor Administrative Agent Lenders
 W I T N E S S E T H
 SuperHoldings Holdings Borrower Credit Agreement
 Guarantee and Collateral Agreement
    Guarantee and Collateral Agreement  1
 
 1
    
    Refer to each Schedule which needs to be supplemented.  55




---



##### 



2. Governing Law . THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
  [ADDITIONAL GRANTOR]By:Name:Title:  56