EXECUTION COPY

                           SECOND AMENDMENT AND WAIVER


               SECOND  AMENDMENT  AND  WAIVER,  dated as of April 27, 2000 (this
"AMENDMENT AND WAIVER"), to the Credit Agreement,  dated as of February 13, 1998
(as amended,  supplemented, or otherwise modified from time to time, the "CREDIT
AGREEMENT"),  among NBC ACQUISITION CORP., a Delaware corporation  ("HOLDINGS"),
NEBRASKA BOOK COMPANY, INC., a Kansas corporation (the "BORROWER"),  the several
banks and other  financial  institutions  or entities  from time to time parties
thereto  (the  "LENDERS")  and THE  CHASE  MANHATTAN  BANK,  a New York  banking
corporation,  as  administrative  agent for the Lenders (in such  capacity,  the
"ADMINISTRATIVE AGENT").


                              W I T N E S S E T H:
                               - - - - - - - - - -


        WHEREAS,  Holdings,  the  Borrower,  the Lenders and the  Administrative
Agent are parties to the Credit Agreement;

        WHEREAS, the Borrower has requested that the Lenders amend and waive the
Credit Agreement as set forth herein;

        WHEREAS,  the Lenders and the Administrative  Agent are willing to agree
to amend and waive the Credit Agreement, subject to the terms and conditions set
forth herein;

        NOW,  THEREFORE,  in  consideration of the premises and mutual covenants
contained herein,  Holdings,  the Borrower,  the Lenders and the  Administrative
Agent hereby agree as follows:

        1. DEFINED TERMS.  Unless otherwise  defined herein,  capitalized  terms
which are defined in the Credit Agreement are used herein as therein defined.

        2. AMENDMENT TO SECTION 1.1 (DEFINED  TERMS).  Section 1.1 of the Credit
Agreement is hereby amended by adding the following  definitions in their proper
alphabetical order:

          "CAMPUSHUB": TheCampusHub.com, Inc., a Delaware corporation.

          "CAMPUSHUB AGREEMENTS":  the collective reference to the Equity Option
     Agreement,  the  Management  Services  Agreement,  the  Master  Transaction
     Agreement,   the  Rights  Agreement,  the  Stockholders  and  Optionholders
     Agreement,  the Software  License  Agreement and the  Technology  Licensing
     Agreement.

          "EQUITY OPTION AGREEMENT": the Equity Option Agreement, to be dated on
     or about May 3, 2000, between CampusHub and the Borrower,  substantially in
     the form of Exhibit A hereto.

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          "MANAGEMENT SERVICES AGREEMENT": the Management Services Agreement, to
     be dated on or about  May 3,  2000,  between  CampusHub  and the  Borrower,
     substantially in the form of Exhibit B hereto.

          "MASTER TRANSACTION  AGREEMENT":  the Master Transaction Agreement, to
     be dated on or about  May 3,  2000,  between  CampusHub  and the  Borrower,
     substantially in the form of Exhibit C hereto.

          "OPTION  CERTIFICATE":  the Option Certificate granted to the Borrower
     pursuant to the Equity Option Agreement.

          "RIGHTS AGREEMENT":  the Rights Agreement, to be dated on or about May
     3, 2000, between CampusHub,  the Borrower,  HWH Capital Partners,  L.P. and
     MSD Capital, L.P., substantially in the form of Exhibit D hereto.

          "STOCKHOLDERS  AND  OPTIONHOLDERS  AGREEMENT":  the  Stockholders  and
     Optionholders  Agreement,  to be  dated on or about  May 3,  2000,  between
     CampusHub,  the Borrower, HWH Capital Partners, L.P. and MSD Capital, L.P.,
     substantially in the form of Exhibit E hereto.

          "SOFTWARE LICENSE  AGREEMENT":  the Software License Agreement,  to be
     dated  on or  about  May 3,  2000,  between  CampusHub  and  the  Borrower,
     substantially in the form of Exhibit F hereto.

          "TECHNOLOGY  SALE AND  LICENSE  AGREEMENT":  the  Technology  Sale and
     License  Agreement,  to be dated on or about May 3, 2000, between CampusHub
     and the Borrower, substantially in the form of Exhibit G hereto.

        3. WAIVER OF SECTION 7.10 (LIMITATION ON TRANSACTIONS  WITH AFFILIATES).
The  Administrative  Agent and the Required  Lenders hereby  expressly waive the
application of Section 7.10 of the Credit  Agreement to the extent,  and only to
the extent,  necessary to permit the CampusHub  Agreements and the  transactions
contemplated thereby; PROVIDED that (i) the Borrower will not amend or waive, or
permit any  amendment  or waiver of, the  CampusHub  Agreements  (x) in a manner
materially  adverse  to the  Borrower  or (y)  which  lengthens  the term of the
Management Services  Agreement,  without the consent of the Required Lenders and
(ii) the CampusHub Agreements are consummated on or before September 30, 2000.

        4.  REPRESENTATIONS  AND  WARRANTIES.  Each of Holdings and the Borrower
hereby confirms,  reaffirms and restates the  representations and warranties set
forth in Section 4 of the Credit  Agreement.  Each of Holdings  and the Borrower
represents and warrants that,  after giving effect to this Amendment and Waiver,
no Default or Event of Default has occurred and is continuing.

        5. EFFECTIVENESS. This Amendment and Waiver shall become effective as of
the date upon which:

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               (i) the Administrative Agent shall have received  counterparts of
          this Amendment and Waiver duly executed by Holdings,  the Borrower and
          the Required Lenders;

               (ii) the CampusHub  Agreements are executed  substantially in the
          form of Exhibits A through G, respectively; and

               (iii) the Option  Certificate,  together  with an  undated  stock
          power  covering  such  certificate  duly  executed  in  blank  by  the
          Borrower, shall have been delivered to the Administrative Agent.

        6. CONTINUING EFFECT OF THE CREDIT AGREEMENT.  This Amendment and Waiver
shall not be construed as a waiver or consent to any further or future action on
the part of any Loan  Party  that  would  require  a waiver  or  consent  of the
Lenders,  Required  Lenders or the  Administrative  Agent.  Except as  expressly
amended hereby,  the provisions of the Credit  Agreement are and shall remain in
full force and effect.

        7.  COUNTERPARTS.  This  Amendment  and  Waiver may be  executed  by the
parties  hereto in any  number  of  separate  counterparts  (which  may  include
counterparts delivered by facsimile transmission), each of which shall be deemed
to be an original, and all of which taken together shall be deemed to constitute
one and the same instrument.

        8.  GOVERNING  LAW. THIS  AMENDMENT AND WAIVER SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


<PAGE>


        IN WITNESS  WHEREOF,  the parties  hereto have caused this Amendment and
Waiver  to be duly  executed  and  delivered  in New  York,  New  York by  their
respective  proper  and duly  authorized  officers  as of the day and year first
above written.


                                         NBC ACQUISITION CORP.


                                         By:

                                         Name:

                                         Title:


                                         NEBRASKA BOOK COMPANY, INC.


                                         By:

                                         Name:

                                         Title:


                                         THE CHASE MANHATTAN BANK,
                                         as Administrative Agent and as a Lender


                                         By:

                                         Name:

                                         Title:

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                                         ABN AMRO BANK N.V.


                                         By:________________________
                                               Name:
                                               Title:


                                         CREDIT AGRICOLE INDOSUEZ


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         ELC (CAYMAN) LTD.


                                         By:____________________________________
                                               Name:
                                               Title:


                                         EATON VANCE SENIOR INCOME TRUST
                                         By: Eaton Vance Management
                                                as Investment Advisor

                                         By:____________________________________

                                               Name:
                                               Title:



<PAGE>


                                         THE FIRST NATIONAL BANK OF CHICAGO


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         GENERAL ELECTRIC CAPITAL CORPORATION


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         HELLER FINANCIAL, INC.


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         NATIONAL CITY BANK


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         SENIOR DEBT PORTFOLIO
                                         By: Boston Management and Research
                                                as Investment Advisor

                                         By:____________________________________

                                               Name:
                                               Title:




<PAGE>


                                         SOCIETE GENERALE


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         U.S. BANK NATIONAL ASSOCIATION


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         VAN KAMPEN PRIME RATE INCOME TRUST


                                         By: ___________________________________
                                                Name:
                                                Title:


                                         WELLS FARGO BANK NATIONAL ASSOCIATION


                                         By: ___________________________________
                                                Name:
                                                Title:


 EXHIBITS A THROUGH G TO THE SECOND  AMENDMENT  AND WAIVER HAVE BEEN OMITTED FOR
  PURPOSES  OF FILING  EXHIBIT  10.1 TO THE FORM 10-Q FOR THE  QUARTERLY  PERIOD
  ENDED JUNE 30, 2000. SUCH EXHIBITS WILL BE MADE AVAILABLE TO THE
                SECURITIES AND EXCHANGE COMMISSION UPON REQUEST.