<PAGE>
                                                                    Exhibit 10.1

                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                              BARNES & NOBLE, INC.

                           Dated as of August 10, 2004

                                  -------------

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                                ING CAPITAL LLC,
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                                 SUNTRUST BANK,
                               CITICORP USA, INC.
                           as Co-Documentation Agents

                                       AND

                THE LENDING INSTITUTIONS PARTY TO THIS AGREEMENT

                                       AND

                         BANC OF AMERICA SECURITIES LLC,
                    as Lead Arranger and Book Manager for the
                     Revolving Credit Loans and Term Loan A

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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                         Title                                         Page
-------                                         -----                                         ----
<S>         <C>                                                                               <C>
SECTION I - DEFINITIONS

1.1         Definitions................................................................         2
1.2         Terms of General Application...............................................        24

SECTION II - DESCRIPTION OF CREDIT

2           The Credit Facilities......................................................        25
2.1         The Loans..................................................................        25
2.2         Records; Notes.............................................................        28
2.3         Conversion; Continuation...................................................        29
2.4         Notice and Manner of Borrowing, Continuation or
            Conversion of Loans........................................................        29
2.5         Fees.......................................................................        30
2.5.1       Fee Letters................................................................        30
2.5.2       Commitment Fee.............................................................        30
2.5.3       Utilization Fee............................................................        31
2.6         Reduction of Total Revolving Credit Commitment.............................        31
2.7         Increases in Total Revolving Credit Commitment.............................        32
2.8         Duration of Interest Periods...............................................        32
2.9         Interest Rates and Payments of Interest....................................        33
2.10        Protective Provisions......................................................        35
2.10.1      Inability to Determine Adjusted LIBOR Rate.................................        35
2.10.2      Illegality.................................................................        36
2.10.3      Additional Costs, etc......................................................        36
2.10.4      Claims by Affected Banks;
            Borrowers' Right to Replace Banks..........................................        37
2.11        Capital Requirements.......................................................        38
2.12        Payments and Prepayments of the Loans......................................        38
2.13        Method of Payment; Withholding Tax Exemption...............................        41
2.14        Default Rate Interest, etc.................................................        43
2.15        Payments Not at End of Interest Period.....................................        44
2.16        Computation of Interest and Fees; Maximum Interest.........................        44
2.17        Letters of Credit..........................................................        45
2.18        Letter of Credit Fees......................................................        46
2.19        [Reserved].................................................................        46
2.20        Interdependence of Borrower Affiliated Group...............................        46
2.21        Interest Rate Protection Agreements........................................        47
</TABLE>

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<TABLE>
<S>         <C>                                                                                <C>
SECTION III - CONDITIONS OF LOANS

3.1         Conditions Precedent to Term Loan A and this Agreement.....................        47
3.1.1       Loan Documents.............................................................        47
3.1.2       Legality of Transactions...................................................        48
3.1.3       Representations and Warranties.............................................        48
3.1.4       Performance, Consents, No Defaults, Litigation, Etc........................        48
3.1.5       Bringdown Certificate Regarding Charter Documents..........................        48
3.1.6       Proof of Entity Action.....................................................        48
3.1.7       Incumbency Certificate.....................................................        49
3.1.8       Proceedings and Documents, Etc.............................................        49
3.1.9       Good Standing; Reports, Etc................................................        49
3.1.10      Fees.......................................................................        49
3.1.11      Legal Opinion..............................................................        49
3.1.12      Financial Condition........................................................        50
3.1.13      Security Documents; U.C.C. Search Reports;
            Insurance; Patents, Trademarks and Copyrights..............................        50
3.1.14      Solvency...................................................................        50
3.2         Conditions Precedent to all Loans and Letters of Credit....................        50

SECTION IV - REPRESENTATIONS AND WARRANTIES

4.1         Organization and Qualification.............................................        51
4.2         Entity Authority...........................................................        51
4.3         Valid Obligations..........................................................        52
4.4         Consents or Approvals......................................................        52
4.5         Title to Properties; Absence of Encumbrances...............................        52
4.6         Material Contracts.........................................................        53
4.7         Financial Statements.......................................................        53
4.8         Changes....................................................................        53
4.9         Defaults...................................................................        53
4.10        Taxes......................................................................        53
4.11        Litigation.................................................................        54
4.12        Subsidiaries...............................................................        54
4.13        Investment Company Act.....................................................        54
4.14        Compliance with ERISA......................................................        54
4.15        Environmental Matters......................................................        54
4.16        Disclosure.................................................................        54
4.17        Solvency...................................................................        55
4.18        Compliance with Statutes, etc..............................................        55
4.19        Capitalization.............................................................        55
4.20        Labor Relations............................................................        55
4.21        Certain Transactions.......................................................        56
4.22        Restrictions on the Borrower Affiliated Group..............................        56
4.23        Leases.....................................................................        56
</TABLE>

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<TABLE>
<S>         <C>                                                                                <C>
4.24        Franchises, Patents, Copyrights, etc.......................................        57
4.25        Collateral.................................................................        57

SECTION V - AFFIRMATIVE COVENANTS

5.1         Financial Statements and other Reporting Requirements......................        57
5.2         Conduct of Business........................................................        59
5.3         Maintenance of Properties and Insurance....................................        61
5.4         Taxes......................................................................        62
5.5         Inspection by the Administrative Agent.....................................        62
5.6         Maintenance of Books and Records...........................................        62
5.7         Use of Proceeds............................................................        62
5.8         Pension Plans..............................................................        63
5.9         Fiscal Year................................................................        63
5.10        Further Assurances.........................................................        63

SECTION VI - NEGATIVE COVENANTS

6.1         Indebtedness...............................................................        64
6.2         Sale and Leaseback.........................................................        65
6.3         Encumbrances...............................................................        65
6.4         Merger; Consolidation; Sale or Lease of Assets;
            Acquisitions...............................................................        67
6.5         Minimum Fixed Charge Coverage Ratio........................................        68
6.6         Maximum Cash Flow Leverage Ratio...........................................        68
6.6A        Maximum Adjusted Cash Flow Leverage Ratio..................................        68
6.6B        Maximum Ratio of Consolidated Total Funded Debt to EBITDA..................        69
6.7         Maximum Total Funded Debt to Total Capitalization..........................        69
6.8         Maximum Capital Expenditures...............................................        69
6.9         Restricted Payments........................................................        69
6.10        Investments................................................................        69
6.11        ERISA......................................................................        69
6.12        Transactions with Affiliates...............................................        70
6.13        Loans......................................................................        70
6.14        Total Revolving Credit Commitment..........................................        70
6.15        No Amendments to Certain Documents; No New
            Agreements Requiring Breach of Loan Documents..............................        70

SECTION VII - DEFAULTS

7.1         Events of Default..........................................................        71
7.2         Remedies...................................................................        74
</TABLE>

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<TABLE>
<S>         <C>                                                                                <C>
SECTION VIII - CONCERNING THE ADMINISTRATIVE
                                        AGENT AND THE BANKS

8.1         Appointment and Authorization..............................................        75
8.2         Administrative Agent and Affiliates........................................        75
8.3         Future Advances............................................................        75
8.4         Delinquent Bank............................................................        76
8.5         Payments...................................................................        77
8.6         Action by Administrative Agent.............................................        78
8.7         Notification of Defaults and Events of Default.............................        78
8.8         Consultation with Experts..................................................        78
8.9         Liability of Administrative Agent..........................................        78
8.10        Indemnification............................................................        79
8.11        Independent Credit Decision................................................        79
8.12        Successor Administrative Agent; Removal....................................        80
8.13        Other Agents...............................................................        81

SECTION IX - MISCELLANEOUS

9.1         Notices....................................................................        81
9.2         Expenses...................................................................        82
9.3         Indemnification............................................................        82
9.4         Set-Off....................................................................        83
9.5         Term of Agreement..........................................................        83
9.6         No Waivers.................................................................        83
9.7         Governing Law..............................................................        83
9.8         Amendments, Waivers, Etc...................................................        84
9.9         Binding Effect of Agreement................................................        85
9.10        Successors and Assigns.....................................................        85
9.11        Counterparts...............................................................        86
9.12        Partial Invalidity.........................................................        86
9.13        Captions...................................................................        87
9.14        Waiver of Jury Trial.......................................................        87
9.15        Waiver of Special Damages..................................................        87
9.16        Entire Agreement...........................................................        87
9.17        Replacement of Loan Documents, Etc.........................................        88
9.18        B&N as Administrative Agent for the
            Borrowers; Joint and Several Liability.....................................        88
9.19        Assignment to Bank of America, N.A.........................................        88
9.20        Existing Credit Agreement Superceded.......................................        88
</TABLE>

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                                    SCHEDULES

SCHEDULE 1 - Commitments and Commitment Percentages

SCHEDULE 2 - Additional Designated Co-Borrowers

SCHEDULE 3 - Additional Amendment Documents

                                    EXHIBITS

EXHIBIT A-1 Amended and Restated Revolving Credit Note

EXHIBIT A-2 Term Loan A Note

EXHIBIT B - Form of Notice of Borrowing or Conversion

EXHIBIT C - Indebtedness; Encumbrances

EXHIBIT D - Disclosure

EXHIBIT E - Form of Opinion of Counsel to Borrowers

EXHIBIT F - Form of Report of Chief Financial Officer

EXHIBIT G - Form of Assignment and Assumption

EXHIBIT H - Form of Subsidiary Guaranty

EXHIBIT I - Form of Pledge Agreement

EXHIBIT J - Omnibus Amendment

<PAGE>

                              AMENDED AND RESTATED
                    REVOLVING CREDIT AND TERM LOAN AGREEMENT

                           Dated as of August 10, 2004

      THIS AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT is made
as of August 10, 2004, by and among Barnes & Noble, Inc., a Delaware corporation
having its principal place of business and chief executive office at 122 Fifth
Avenue, New York, NY 10011 ("B&N"), certain wholly-owned subsidiaries of B&N,
the lending institutions listed on Schedule 1 to this Agreement and the other
lending institutions which may become parties hereto pursuant to Section 9.10
(individually, a "Bank" and collectively, the "Banks"), Bank of America, N.A.,
as administrative agent for itself and each other Bank (in such capacity, the
"Administrative Agent"), ING Capital LLC, Wachovia Bank, National Association,
SunTrust Bank and Citicorp USA, Inc., as co-documentation agents, and Banc of
America Securities LLC, as lead arranger and book manager for the Revolving
Credit Loans and Term Loan A.

            WHEREAS, B&N, the Banks, certain other lenders (collectively, the
"Existing Lenders"), and Fleet National Bank ("Fleet") as administrative agent
are party to that certain Revolving Credit Agreement dated as of May 22, 2002
(as amended prior to the date hereof, the "Existing Credit Agreement");

      WHEREAS, FleetBoston Financial Corporation and Bank of America Corporation
have merged and Bank of America, N.A. desires to be administrative agent,
issuing bank and a bank under this Agreement by the assignment from Fleet, and
otherwise on the terms and conditions set forth herein, and the Banks hereby
consent to such assignment;

      WHEREAS, B&N, the Banks and the Administrative Agent desire to amend and
restate the Existing Credit Agreement as set forth herein (including, without
limitation, to include certain of B&N's wholly-owned subsidiaries as
co-borrowers hereunder and to make a new term loan to B&N and certain of its
subsidiaries on the date hereof);

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the parties hereto hereby agree that the Existing Credit
Agreement shall be amended and restated effective as of the date first written
above, to read in its entirety as follows:

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                                    SECTION I

                                   DEFINITIONS

      1.1. Definitions.

      All capitalized terms used in this Agreement or in any other Loan Document
(as such terms are defined below), or in any certificate, report or other
document made or delivered pursuant to this Agreement (unless otherwise defined
therein), shall have the respective meanings assigned to them below:

      Account and/or Accounts Receivable. As defined in Section 9-102(a)(2) of
the Uniform Commercial Code as in effect from time to time in the State of New
York.

      Adjusted LIBOR Rate. For any Interest Period, a rate per annum as
determined on the basis of the offered rates for deposits in Dollars, for a
period of time comparable to such Interest Period which appears on the Telerate
page 3750 as of 11:00 a.m. (London time) on the day that is two Business Days
preceding the first day of such Interest Period; provided, however, if the rate
described above does not appear on the Telerate page 3750 on any applicable
interest determination date, LIBOR shall be the rate (rounded upwards, if
necessary, to the nearest one hundred thousandth of a percentage point)
determined on the basis of the offered rates for deposits in Dollars for a
period of time comparable to such Interest Period which are offered to the
Administrative Agent by four major banks in the London interbank market at
approximately 11:00 a.m. (London time), on the day that is two Business Days
preceding the first day of such Interest Period as selected by the
Administrative Agent. The principal London office of each of the four major
London banks will be requested to provide a quotation of its Dollar deposit
offered rate to the Administrative Agent. If at least two such quotations are
provided, the rate for that date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that date
will be determined on the basis of the rates quoted for loans in Dollars to
leading European banks for a period of time comparable to such Interest Period
offered by major banks in New York City at approximately 11:00 a.m. (New York
City time), on the day that is two Business Days preceding the first day of such
Interest Period. In the event that the Administrative Agent is unable to obtain
any such quotation as provided above, it will be deemed that the Adjusted LIBOR
Rate cannot be determined. The foregoing sentence shall not limit the ability of
the Administrative Agent and the Required Banks to otherwise determine that the
Adjusted LIBOR Rate cannot be determined pursuant to Section 2.10.1. In the
event that the Board of Governors of the Federal Reserve System shall impose a
Reserve Percentage with respect to LIBOR deposits of the Administrative Agent,
then for any period during which such Reserve Percentage shall apply, the
Adjusted LIBOR Rate shall be equal to the amount determined above divided by an
amount equal to one minus the Reserve Percentage.

      Administrative Agent. Bank of America, N.A., in its capacity as
Administrative Agent for the Banks under this Agreement and the other Loan
Documents, including

                                      J-2-

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(where the context so admits) any other Person or Persons succeeding to the
functions of the Administrative Agent pursuant to this Agreement and the other
Loan Documents.

      Affected Bank. Any Bank that has suffered a loss or otherwise has a claim
for compensation from the Borrowers or a right to be excused from performing an
obligation under any of Sections 2.10.2, 2.10.3, 2.11 or 2.13.

      Affiliate. With reference to any Person, (i) any director or officer of
that Person, (ii) any other Person controlling, controlled by or under direct or
indirect common control with that Person (and if that Person is an individual,
any member of the immediate family (including parents, siblings, spouse,
children, stepchildren, nephews, nieces and grandchildren) of such individual
and any trust whose principal beneficiary is such individual or one or more
members of such immediate family and any Person who is controlled by any such
member or trust), (iii) any other Person directly or indirectly holding 10% or
more of any class of the capital stock or other equity interests (including
options, warrants, convertible securities and similar rights) of that Person,
(iv) any other Person 10% or more of any class of whose capital stock or other
equity interests (including options, warrants, convertible securities and
similar rights) is held directly or indirectly by that Person, and (v) any other
Person that possesses, directly or indirectly, power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise) of that
Person.

      Affiliated Subsidiaries. Collectively, (i) GameStop Corp., GameStop, Inc.,
GameStop.com, inc., Sunrise Publications, Inc., Babbages Etc. LLC, Marketing
Control Services, Inc., GameStop Brands, Inc., GameStop of Texas (GP) LLC,
GameStop (LP), LLC, Gamesworld Group Limited (f/k/a GameStop Group Limited),
GameStop Texas LP, Calendar Club L.L.C. and iUniverse.com, Inc., (ii) each other
less than wholly-owned Subsidiary of B&N formed or acquired after the Closing
Date, and (iii) in the event that any Borrower acquires Barnes & Noble College
Booksellers, Inc. ("B&N College") after the Closing Date, B&N College, provided
that any Subsidiary set forth in the preceding clause (i) or (ii) shall no
longer be considered an Affiliated Subsidiary from and after the date upon which
it becomes a wholly-owned Subsidiary of B&N.

      Agreement. This Amended and Restated Revolving Credit and Term Loan
Agreement, as the same may be renewed, extended, modified, supplemented or
amended from time to time.

      Amendment Documents. Collectively, (i) this Agreement, (ii) the Omnibus
Amendment, (iii) any Notes requested by the Banks in connection with Term Loan A
or the Revolving Credit Loans, (iv) the Solvency Certificates dated as of the
Closing Date, (v) the Fee Letter dated as of July 1, 2004, (vi) the documents
and agreements listed on Schedule 3 attached hereto, and (vii) each of the other
documents, agreements, instruments, documents and certificates reasonably
required by the Administrative Agent in connection herewith (including, without
limitation, in connection with maintaining a

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perfected security interest in the Collateral), as any of the same may be
renewed, extended, modified, supplemented or amended from time to time.

      Anti-Terrorism Order. Executive Order No. 13,224 66 Fed Reg. 49,079 (2001)
issued by the President of the United States of America (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism).

      Applicable Authority. Any competent court or any governmental or other
regulatory body or official charged with the administration or the
interpretation of any law, treaty, statute, rule or regulation.

      Applicable Base Rate Margin. The Applicable Base Rate Margin is set forth
in Section 2.9(c).

      Applicable LIBOR Margin. The Applicable LIBOR Margin is set forth in
Section 2.9(c).

      Arranger. Banc of America Securities LLC.

      Assignment and Assumption. See Section 9.10(ii).

      Availability. As at the date of determination, an amount equal to (a) the
Total Revolving Credit Commitment then in effect, minus (b) the aggregate
principal amount of all Revolving Credit Loans then outstanding, minus (c) the
aggregate amount of all Swingline Loans then outstanding, minus (d) the
aggregate Stated Amount of Letters of Credit outstanding, minus (e) the
aggregate amount of all unreimbursed draws under outstanding Letters of Credit
(unless included as Revolving Credit Loans under clause (b) above).

      Banks. Collectively, (i) Bank of America, N.A., and (ii) each of the other
Persons which may provide additional commitments and become a party to this
Agreement as a Bank hereunder, as shown on Schedule 1 as it may be updated by
the Administrative Agent from time to time.

      B&N. See preamble.

      B&N Guaranty. The Guaranty Agreement dated as of the date hereof and
executed and delivered by B&N to the Administrative Agent, for the ratable
benefit of the Banks and the Administrative Agent, which shall be substantially
in the form of Exhibit H hereto.

      B&N License. See Section 4.24.

      Base Rate. The greater of (a) the rate of interest publicly announced from
time to time by the Administrative Agent at its head office as its Base Rate,
and (b) the Federal

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Funds Effective Rate plus 1/2 of 1% per annum (rounded upwards, if necessary,
to the next 1/16 of 1%).

      Base Rate Loan. Any Revolving Credit Loan or portion of the Term Loan A
bearing interest at a rate determined with reference to the Base Rate.

      Borrowers. Collectively, (i) B&N and (ii) each of the Designated
Co-Borrowers.

      Borrower Affiliated Group. Collectively, (i) B&N, (ii) each of the
Designated Co-Borrowers and (iii) each of the Subsidiaries of B&N in existence
from time to time other than the Affiliated Subsidiaries and the Inactive
Subsidiaries.

      Business Day. (i) For all purposes other than as covered by clause (ii)
below, any day other than a Saturday, Sunday or legal holiday on which banks in
Boston, Massachusetts and in New York, New York are open for the conduct of a
substantial part of their commercial banking business; and (ii) with respect to
all notices and determinations in connection with, and payments of principal and
interest on, LIBOR Loans, any day that is a Business Day described in clause (i)
and that is also a day on which trading takes place between banks in United
States dollar deposits in the London interbank market.

      Capital Expenditures. To the extent capitalized in accordance with GAAP,
any expenditure for fixed assets (both tangible and intangible), including
assets being constructed (whether or not completed), leasehold improvements,
capital leases under GAAP, installment purchases of machinery and equipment,
acquisitions of real estate and other similar expenditures including (i) in the
case of a purchase, the entire purchase price, whether or not paid during the
fiscal period in question, (ii) in the case of a Capitalized Lease, the
capitalized amount thereof (determined in accordance with GAAP) and (iii)
without duplication, expenditures in or from any construction-in-progress
account of any member of the Borrower Affiliated Group.

      Capitalized Lease. Any lease of real property by a member of the Borrower
Affiliated Group as lessee which is shown as a liability on the Consolidated
balance sheet of the Borrower in accordance with GAAP.

      Cash Flow Leverage Ratio. As of any date of calculation, for the
twelve-month period then ended, the ratio of (a) Consolidated Senior Funded Debt
on the last day of such period to (b) Consolidated EBITDA for such period.

      CERCLA. The Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as the same may from time to time be supplemented or
amended and remain in effect.

      Change in Law. Any future applicable law or any change to any present
applicable law (which, in each case, includes treaties, statutes, rules and
regulations thereunder and the interpretation and application thereof by any
Applicable Authority), or any change in

                                      J-5-

<PAGE>

the interpretation or application of any present applicable law by any
Applicable Authority, and requests, directives, instructions and notices at any
time or from time to time hereafter made upon or otherwise issued to any Bank or
the Administrative Agent by any central bank or other fiscal, monetary or other
authority (whether or not having the force of law).

      Change of Control. The occurrence of any of the following: (i) any Person
or "group" (within the meaning of Section 13(d) of the Securities Exchange Act
of 1934, as amended) of Persons acting in concert as a partnership or other
group (other than Leonard Riggio, his spouse, lineal descendants and trusts for
the exclusive benefit of any such individuals or the executor or administrator
of the estate or legal representative of any such individuals or any entity
controlled by any of them) shall, as a result of a tender or exchange offer,
open market purchases, privately negotiated purchases or otherwise, have become,
after the date hereof, the "beneficial owner" (within the meaning of such term
under Rule 13d-3 under the Exchange Act) of securities of B&N representing 40%
or more of the combined voting power of the then outstanding securities of B&N
ordinarily (and apart from rights accruing under special circumstances) having
the right to vote in the election of directors; or (ii) during any period of 24
consecutive months, the board of directors of B&N shall cease to consist of a
majority of the individuals who constituted the board of directors as of the
first day of such 24-month period or who shall have become a member thereof
subsequent to the date hereof after having been nominated, or otherwise approved
in writing, by at least a majority of individuals who constituted the board of
directors of B&N as of the first day of such 24-month period or whose election
or nomination were so approved.

      Closing Date. August 10, 2004 or such other mutually agreeable date on
which all of the conditions set forth in Section 3.1 have been satisfied and the
Term Loan A is to be made hereunder.

      Code. The Internal Revenue Code of 1986 and the rules and regulations
thereunder, collectively, as the same may from time to time be supplemented or
amended and remain in effect.

      Collateral. Collectively, all of the agreements, instruments (including
promissory notes and the rights to payment thereunder), contracts, assets,
Accounts, Accounts Receivable, patents, trademarks, other Intellectual Property
Rights, capital stock (or other equity interests) and all of the income,
proceeds and products of any thereof, under or in respect of which the
Administrative Agent or any Bank or any of the nominees, agents or legal
representatives of the Administrative Agent or any Bank shall have at the
relevant time of reference to the term "Collateral," any rights or interest as
security for the payment or performance of all or any part of the Obligations.

      Commitment. At any time and with respect to any Bank, the amount set forth
for such Bank on Schedule 1 under the heading "Commitments," which amount
includes, without duplication, the aggregate of such Bank's (a) Revolving Credit
Commitment and (b) Term Loan A Commitment, as the case may be. Schedule 1 shall
be updated by the

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<PAGE>

Administrative Agent from time to time to reflect any Commitment or portion
thereof which a Bank shall assume or relinquish upon an assignment pursuant to
Section 9.10(ii).

      Commitment Fee. See Section 2.5.

      Commitment Percentage. With respect to each Bank, the percentage set forth
on Schedule 1 hereto as such Bank's percentage of the aggregate Revolving Credit
Commitment and/or Term Loan A Commitment. Schedule 1 shall be updated by the
Administrative Agent from time to time to reflect any changes to the Commitment
Percentages.

      Consolidated. The term "Consolidated" shall have the meaning ascribed to
such term under GAAP, provided that, in relation to the Borrower Affiliated
Group, the Affiliated Subsidiaries shall be excluded from any Consolidated
financial tests, whether or not they would be Consolidated under GAAP.

      Consolidated Rent Expense. For any period, the aggregate rental expenses
payable by the Borrower Affiliated Group on a Consolidated basis for such period
(including percentage rent) under any operating Lease classified as such under
GAAP (including on a pro forma basis for the applicable period any such
operating Lease acquired by a member of the Borrower Affiliated Group in
connection with a Permitted Acquisition or a Qualified Investment described in
clause (viii) of the definition thereof) but not including any amount included
in the definition of "Consolidated Total Interest Expense."

      Consolidated Senior Funded Debt. As at any date of determination, on a
Consolidated basis for the Borrower Affiliated Group, and without duplication,
the sum of (i) the Loans outstanding on such date, plus (ii) the aggregate
amount of any other Indebtedness for borrowed money (including Capital Leases)
outstanding on such date (excluding the Senior Subordinated Debt), plus (iii)
the Stated Amount of all outstanding Letters of Credit, plus (iv) all Guaranties
of Indebtedness for borrowed money or Capital Leases of the Borrower Affiliated
Group outstanding on such date.

      Consolidated Tangible Net Worth. As at any date of determination,
Stockholders' Equity less any intangible assets, with intangible assets defined
as goodwill, patents, trademarks, tradenames, lease rights, capitalized
pre-opening costs, franchises, organization costs and property rights.

      Consolidated Total Funded Debt to Total Capitalization. At any date of
determination, the ratio of (i) Consolidated Total Funded Debt on such date, to
(ii) Total Capitalization on such date.

      Consolidated Total Funded Debt. As at any date of determination, on a
Consolidated basis for the Borrower Affiliated Group, and without duplication,
the sum of (i) the aggregate amount of Indebtedness for borrowed money
outstanding on such date (including, without limitation, the Loans outstanding
on such date), plus (ii) the

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<PAGE>

Stated Amount of all outstanding Letters of Credit, plus (iii) all Guaranties of
Indebtedness for borrowed money or Capitalized Leases of the Borrower Affiliated
Group outstanding on such date.

      Consolidated Total Interest Expense. For any period, all interest and all
amortization of debt discount and expense (including commitment fees, letter of
credit fees, balance deficiency fees and similar expenses) on all Indebtedness
of the Borrower Affiliated Group on a Consolidated basis (including outstanding
letters of credit and including, in connection with any Permitted Acquisition or
any Qualified Investment described in clause (viii) of the definition thereof
which is financed, the Indebtedness incurred by a member of the Borrower
Affiliated Group on a pro forma basis for the applicable period), paid or
required to be paid, all as determined in accordance with GAAP, together with
all interest expense of the Borrower Affiliated Group on a Consolidated basis
under Synthetic Leases. Computations of interest on a pro forma basis for
Indebtedness having a variable interest rate shall be calculated at the rate in
effect on the date of any determination.

      Controlled Group. All trades or businesses (whether or not incorporated)
under common control that, together with B&N or any other member of the Borrower
Affiliated Group, are treated as a single employer under Section 414(b) or
414(c) of the Code or Section 400l of ERISA.

      Covered Taxes. See Section 2.13(a)

         Cumulative Excess Cash Flow. On any date of determination, the Excess
Cash Flow of the Borrower Affiliated Group for the period commencing on November
2, 2003 and ending on the last day of the most recently completed fiscal quarter
of the Borrower.

      Default. An event or condition that, but for the requirement that time
elapse or notice be given, or both, would constitute an Event of Default.

      Delinquent Bank. See Section 8.4.

      Designated Co-Borrowers. Each of (i) Barnes & Noble Booksellers, Inc.,
(ii) barnesandnoble.com llc, (iii) B. Dalton Bookseller, Inc., and (iv) each of
the other direct or indirect Subsidiaries of B&N which are listed on Schedule 2
attached hereto, as such Schedule 2 may be updated by the Administrative Agent
from time to time to reflect any additional Designated Co-Borrowers or, subject
to the provisions of Section 9.8, the release of any Designated Co-Borrower.

      Dollar or $. Dollars in lawful currency of the United States of America.

      Domestic Subsidiary. Any Subsidiary of B&N organized under the laws of any
jurisdiction of the United States of America.

                                      J-8-

<PAGE>

      EBITDA. In relation to the Borrower Affiliated Group on a Consolidated
basis for any period, an amount equal to (a) the net income of the Borrower
Affiliated Group on a Consolidated basis after deduction of all expenses, taxes
and other proper charges, determined in accordance with GAAP for such period,
but, in determining such Consolidated net income, any GAAP extraordinary gains
shall be excluded from such calculation, plus (b) the following to the extent
deducted in computing such Consolidated net income for such period: (i)
Consolidated Total Interest Expense for such period, (ii) Consolidated taxes on
income for such period, (iii) Consolidated depreciation for such period, (iv)
Consolidated amortization for such period, (v) extraordinary non-cash losses
and, without duplication, nonrecurring non-cash losses, in each case to the
extent such losses have not been and will not become cash losses in a later
fiscal period, (vi) Net Proceeds to the Borrower Affiliated Group during such
period upon exercise of any rights in respect of Equity Securities issued to
directors, officers or employees of any member of the Borrower Affiliated Group,
and (vii) in connection with any Permitted Acquisition or any Qualified
Investment described in clause (viii) of the definition thereof during such
period, the EBITDA of the acquired Person (so long as such Person is a member of
the Borrower Affiliated Group and is not an Affiliated Subsidiary) for such
period.

      EBITDAR. In relation to the Borrower Affiliated Group for any period, an
amount equal to EBITDA for such period, plus Consolidated Rent Expense for such
period.

      Eligible Assignee. Any of:

            (a) a commercial bank or other financial institution organized under
the laws of the United States, or any state thereof or the District of Columbia,
and having total assets in excess of $5,000,000,000;

            (b) a commercial bank organized under the laws of any other country
which is a member of the Organization for Economic Cooperation and Development
(the "OECD"), or a political subdivision of any such country, or the central
bank of any country which is a member of the OECD, and having total assets in
excess of $5,000,000,000 and a combined capital and surplus of at least
$1,000,000,000;

            (c) any Bank, any successor to any Bank, and any Affiliate of a
Bank, so long as any such successor or Affiliate meet the requirements of clause
(a) or (b) above; and

            (d) any other Person consented to in writing by the Administrative
Agent, the Issuing Bank and B&N;

            provided, in each case, that such bank (i) is acting through a
branch or agency located in the United States and (ii) has delivered to the
Administrative Agent, on the date on which the Assignment and Assumption to
which such Eligible Assignee is a party becomes effective, the forms referred to
in Section 2.13(b) hereof.

                                      J-9-

<PAGE>

      Encumbrances. See Section 6.3.

      Environmental Claims. All claims, however asserted, alleging potential
liability or responsibility for violation of any Environmental Laws or for
release of Hazardous Materials or injury to the environment.

      Environmental Laws. Any and all applicable foreign, federal, state and
local environmental, health or safety statutes, laws, regulations, ordinances,
policies and or common law (whether now existing or hereafter enacted or
promulgated), of all federal, state, local or other governmental authorities,
agencies, commissions, boards, bureaus or departments which may now or hereafter
have jurisdiction over the Borrower, any other member of the Borrower Affiliated
Group or any landlord under any real estate Lease under which the Borrower or
such other member of the Borrower Affiliated Group is a tenant, and all
applicable judicial and administrative and regulatory decrees, judgments and
orders, including common law rulings and determinations, relating to injury to,
or the protection of human health or the environment, including, without
limitation, all requirements pertaining to reporting, licensing, permitting,
investigation, remediation and removal of emissions, discharges, releases or
threatened releases of Hazardous Materials, chemical substances, pollutants or
contaminants whether solid, liquid or gaseous in nature, into the environment or
relating to the manufacture, processing, distribution, use, treatment, storage,
disposal, transport or handling of such Hazardous Materials, chemical
substances, pollutants or contaminants.

      ERISA. The Employee Retirement Income Security Act of 1974 and the rules
and regulations thereunder, collectively, as the same may from time to time be
supplemented or amended and remain in effect.

      Equity Securities. As to any Person, any shares of any class of Capital
Stock or other equity interests of such Person, voting or non-voting, or any
options, warrants or similar rights with respect to any such shares or other
equity interests.

      Event of Default. Any event described in Section 7.1.

      Excess Cash Flow. In relation to the Borrower Affiliated Group on a
Consolidated basis for any period, the EBITDA of the Borrower Affiliated Group
for such period, minus (i) Capital Expenditures paid in cash during such period,
(ii) cash taxes paid in such period, and (iii) Interest Expense paid in such
period.

      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.

      Existing Credit Agreement. See Preamble.

      Fair Market Value. With respect to any Equity Security of Gamestop Corp.,
the price a seller of such Equity Security would have received for such Equity
Security if

                                     J-10-

<PAGE>

such seller sold the Equity Security at an equivalent price on a per security
basis to the price paid by a buyer in the most recent transaction completed and
contemplated by Section 2.12(c)(2), so long as such transaction was an arm's
length transaction between an informed and willing buyer under no compulsion to
buy and informed and willing seller under no compulsion to sell. In the event
the Fair Market Value cannot be determined in accordance with the previous
sentence, the Fair Market Value of such Equity Security shall be determined by
taking the arithmetic average of the reported last sales prices of such Equity
Security for the 20 consecutive trading days before the date of determination of
the Fair Market Value. The reported last sales price of such Equity Security for
each trading day shall be (i) the reported last sales price as reported on the
New York Stock Exchange or (ii) if the Equity Security is not listed on the New
York Stock Exchange at such time, in the principal consolidated or composite
transaction reporting system on the principal national securities exchange on
which the Equity Security is listed or admitted to trading.

      Federal Funds Effective Rate. For any day, a fluctuating interest rate per
annum equal to the weighted average of the rates on overnight federal funds
transactions with members of the Federal Reserve System arranged by federal
funds brokers, as published for such day (or, if such day is not a Business Day,
for the next preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day that is a Business Day, the
average of the quotations for such day on such transactions received by the
Administrative Agent from three federal funds brokers of recognized standing
selected by the Administrative Agent.

      Fee Letters. Collectively, (i) the letter agreement dated as of the date
of the Existing Credit Agreement among Fleet National Bank, Fleet Securities,
Inc. and B&N, and (ii) the letter agreement dated as of July 1, 2004 among Bank
of America, N.A., Banc of America Securities LLC and B&N.

      Financial Officer. Any of the Treasurer, the Chief Financial Officer or
the Executive Vice President of Finance or Corporate Finance of B&N, acting
singly, on behalf of B&N and each other member of the Borrower Affiliated Group,
or such other financial officer of B&N designated from time to time in writing
by B&N and approved by the Administrative Agent in its discretion.

      Fixed Charge Coverage Ratio. As of any date of calculation, for the
twelve-month period then ended, the ratio of (a) an amount equal to EBITDAR for
such period, to (b) the sum of Consolidated Total Interest Expense plus
Consolidated Rent Expense for such period.

      Foreign Bank. See Section 2.13(b).

      Foreign Subsidiary. Any Subsidiary of B&N organized under the laws of a
jurisdiction outside the United States of America.

                                     J-11-

<PAGE>

      GAAP. Generally accepted accounting principles in the United States of
America, consistently applied.

      Guaranties. As applied to any Person, without duplication, all guarantees,
endorsements or other contingent or surety obligations with respect to
obligations of others whether or not reflected on such Person's Consolidated
balance sheet, including any obligation to furnish funds, directly or indirectly
(whether by virtue of partnership arrangements, by agreement to keep-well or
otherwise), through the purchase of goods, supplies or services, or by way of
stock purchase, capital contribution, advance or loan, or to enter into a
contract for any of the foregoing, for the purpose of payment of obligations of
any other Person, but excluding endorsements for collection or deposit in the
ordinary course of business.

      Hazardous Material. Any substance (i) the presence of which requires or
may hereafter require notification, investigation or remediation under any
Environmental Law; (ii) which is or becomes defined as a "hazardous waste" or
"hazardous material" or "hazardous substance" or "controlled industrial waste"
or "pollutant" or "contaminant" under any present or future Environmental Law or
amendments thereto including, without limitation, CERCLA, and any applicable
local statutes and the regulations promulgated thereunder; (iii) which is toxic,
explosive, corrosive, infectious, radioactive, carcinogenic, mutagenic or
otherwise hazardous and is or becomes regulated by any governmental authority,
agency, department, commission, board or instrumentality of any foreign country,
the United States, any state of the United States, or any political subdivision
thereof to the extent any of the foregoing has or had jurisdiction over the
Borrower or any other member of the Borrower Affiliated Group or any Real
Property leased by B&N or any other member of the Borrower Affiliated Group; or
(iv) without limitation, which contains gasoline, diesel fuel or other petroleum
products, asbestos, asbestos containing materials ("ACM"), polychlorinated
biphenyls ("PCB's") or radioactive material.

      Inactive Subsidiaries. Collectively, (i) West Egg Communications LLC, (ii)
B&N Sub Corp., (iii) B&N Member Corp., (iv) Vendamerica, Inc., (v) B&N General
Partner (Pennsylvania) Corp. I, (vi) B&N General Partner (Pennsylvania) Corp.
II, and (vii) Barnes & Noble Booksellers (Pennsylvania), L.P.

      Income Taxes. Any franchise taxes, net income taxes or any other taxes
imposed on the net income of any Bank or the Administrative Agent, including
branch profits tax, minimum tax and other taxes imposed in lieu of net income
tax.

      Increase. See Section 2.7.

      Increase Conditions. The satisfaction of each of the following:

            (a) The Borrowers first shall have offered the applicable Increase
to existing Banks, with each Bank having the right, but not the obligation, to
commit to at least its pro rata percentage of the proposed Increase and one or
more such Bank(s) shall have

                                     J-12-

<PAGE>

signed an instrument agreeing to such increased Commitment(s), and if no such
Bank or Banks commit to the full amount of the proposed Increase, the Borrowers
then shall have offered such Increase (or the remaining portion thereof) to a
third party financial institution or institutions acceptable to the
Administrative Agent and each such institution shall have signed a counterpart
signature page becoming a party to this Agreement and a "Bank" hereunder; and

            (b) no Default or Event of Default shall have occurred and be
continuing (both before and after giving effect to the Increase).

      Indebtedness. As applied to any Person (but without duplication), (i) all
obligations for borrowed money or other extensions of credit whether secured or
unsecured, absolute or contingent, including, without limitation, unmatured
reimbursement obligations with respect to letters of credit or Guaranties issued
for the account of or on behalf of such Person, and all obligations representing
the deferred purchase price of property, other than accounts payable arising,
and accrued expenses incurred, in the ordinary course of business, (ii) all
obligations evidenced by bonds, notes, debentures or other similar instruments,
(iii) all obligations secured by any mortgage, pledge, security interest or
other lien on property owned or acquired by such Person, whether or not the
obligations secured thereby shall have been assumed, (iv) all obligations
arising under Capitalized Leases and Synthetic Leases, (v) all Guaranties, (vi)
all obligations to redeem or repurchase capital stock or other equity of any
Person if such redemptions or repurchases are required to occur prior to the
Revolving Credit Maturity Date, and (vii) all obligations that are immediately
due and payable out of the proceeds of or production from property now or
hereafter owned or acquired by such Person.

      Initial Financial Statements. See Section 4.7.

      Insolvent or Insolvency. The occurrence of one or more of the following
events with respect to a Person: death; dissolution; termination of existence;
insolvency within the meaning of the United States Bankruptcy Code or other
foreign or domestic applicable statutes; such Person's inability to pay its
debts as they come due; appointment of a receiver of any part of the property
of, execution of a trust mortgage or an assignment for the benefit of creditors
by, or the entry of an order for relief or the filing of a petition in
bankruptcy or the commencement of any proceedings under any bankruptcy or
insolvency laws, or any laws relating to the relief of debtors, readjustment of
indebtedness or reorganization of debtors, or the offering as debtor of a plan
to creditors for composition or extension, except for an involuntary proceeding
as debtor commenced against such Person which is dismissed within 60 days after
the commencement thereof without the entry or an order for relief or the
appointment of a trustee.

      Intellectual Property Rights. See Section 4.24.

      Interest Period. With respect to each LIBOR Loan, the period commencing on
the date of the making or continuation of or conversion to such LIBOR Loan and
ending

                                     J-13-

<PAGE>

one week or one, two, three or six months thereafter, subject to availability,
as the Borrower may elect in the applicable Notice of Borrowing or Conversion;
provided that:

            (a) any Interest Period (other than an Interest Period determined
pursuant to clause (c) below) that would otherwise end on a day that is not a
Business Day shall be extended to the next succeeding Business Day unless such
Business Day falls in the next calendar month, in which case such Interest
Period shall end on the immediately preceding Business Day;

            (b) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall, subject to
clause (c) below, end on the last Business Day in the appropriate subsequent
calendar month;

            (c) any Interest Period applicable to Revolving Credit Loans that
would otherwise end after the Revolving Credit Maturity Date shall end on said
Revolving Credit Maturity Date and any Interest Period applicable to any portion
of the Term Loan A that would otherwise end after the Term Loan A Maturity Date
shall end on said Term Loan A Maturity Date; and

            (d) notwithstanding clause (c) above, no Interest Period shall have
a duration of less than one week; and if any Interest Period would be for a
shorter period, such Loan shall not be available hereunder for such period.

      Interest Rate Protection Agreement. As applied to any Person, a swap, cap,
collar, or option agreement or similar arrangement between such Person and one
or more financial institutions providing for the transfer or mitigation of
interest rate or other risks either generally or under specific contingencies
(including, without limitation, any such agreement or arrangement existing with
any Bank prior to the Closing Date).

      Investment. As applied to any Person, (i) the purchase or acquisition of
any share of capital stock, partnership interest, limited liability company
membership interest, evidence of indebtedness or other equity security of any
other Person, (ii) any loan, advance or extension of credit to, or contribution
to the capital of (including in exchange for any Equity Securities), any other
Person (excluding any such loan, advance or extension of credit having a term
not exceeding 150 days representing the purchase price of inventory or supplies
sold by such Person in the ordinary course of business), (iii) any real estate
held for sale or investment, (iv) any commodities futures contracts held other
than in connection with bona fide hedging transactions, (v) any other investment
in any other Person, (vi) the making of any commitment or acquisition of any
option to perform any of the acts specified in clauses (i) through (v) of this
definition, and (vii) the entering into of any Interest Rate Protection
Agreement.

      Issuing Bank. Bank of America, N.A. or Fleet National Bank, as the case
may be, in their capacity as the issuer of Letters of Credit hereunder, together
with any such other

                                     J-14-

<PAGE>

Bank as may, with the written consent of B&N and the Administrative Agent,
become an Issuing Bank hereunder.

      L/C Availability. As of any date, an amount equal to (a) or (b) below,
whichever is less:

            (a) the Maximum L/C Sublimit minus the Stated Amount of all Letters
of Credit outstanding (including any requested Letters of Credit), minus the
aggregate amount of all unreimbursed draws under outstanding Letters of Credit;
or

            (b) the Total Revolving Credit Commitment minus the outstanding
principal amount of the Revolving Credit Loans then outstanding, minus the
outstanding principal amount of the Swingline Loans then outstanding, minus the
Stated Amount of all Letters of Credit outstanding (including any requested
Letters of Credit), minus the aggregate amount of all unreimbursed draws under
outstanding Letters of Credit.

      Leases or Lease. See Section 4.23.

      Letters of Credit. Letters of credit in the form customarily issued by the
Issuing Bank as standby Letters of Credit or documentary Letters of Credit, as
the case may be, issued or to be issued for the account of a Borrower by the
Issuing Bank, under the joint responsibilities of the Banks, upon the terms and
subject to the conditions contained in this Agreement.

      LIBOR Loan. Any Revolving Credit Loan or portion of the Term Loan A
bearing interest at a rate determined with reference to the Adjusted LIBOR Rate.

      Loan. A Revolving Credit Loan, Swingline Loan or Term Loan A made to B&N
or any other Borrower by any Bank pursuant to Section II of this Agreement, and
"Loans" means all such Revolving Credit Loans, Swingline Loans and Term Loan A,
collectively.

      Loan Account. The account or accounts on the books of the Administrative
Agent in which will be recorded Loans and advances (including issued and
outstanding Letters of Credit) made by the Banks to B&N or any other Borrower
pursuant to this Agreement, payments made on such Loans and other appropriate
debits and credits as provided by this Agreement.

      Loan Documents. Collectively, this Agreement (including, without
limitation, the Amendment Documents and the other agreements and other
instruments listed or described in Section III), the Notes, if any, the Letters
of Credit (and related documentation and agreements, including any letter of
credit application), the Security Agreements, the Patent and Trademark Security
Agreements, the Pledge Agreements, the B&N Guaranty, the Subsidiary Guaranty,
all other Subsidiary Security Documents and other Security Documents, the Fee
Letters and the Solvency Certificates, together with all agreements and other
instruments contemplated thereby (other than the Interest Rate

                                     J-15-

<PAGE>

Protection Agreements), all certificates delivered in connection therewith from
time to time and all schedules, exhibits and annexes thereto, as any of the
foregoing may from time to time be amended and in effect.

      Mandatory Prepayments. See Section 2.12(c).

      Material Adverse Effect. Any (a) material adverse change in the business,
operations, results of operations, assets, liabilities or condition (financial
or otherwise) of the Borrower Affiliated Group taken as a whole, (b) material
impairment of the ability of the Borrower Affiliated Group, taken as a whole, to
perform their obligations under the Loan Documents, or (c) material impairment
of the Administrative Agent's or the Banks' ability to enforce the Obligations.

      Maximum L/C Sublimit. $100,000,000.

      Net Proceeds. With respect to the sale, transfer or other disposition by
B&N or any other member of the Borrower Affiliated Group of any asset or group
of assets (other than inventory wholly in the ordinary course of business, but
including, without limitation, any sale (whether through a public offering,
private placement or otherwise) of Equity Securities to any Person not a member
of the Borrower Affiliated Group), means the amount of cash (freely convertible
into Dollars) received by B&N or such other member of the Borrower Affiliated
Group, from such sale or other disposition (including, without limitation, any
tax refund or tax benefit resulting from a loss on such sale or other
disposition as and when such tax benefit is realized), after (i) provision for
all income or other taxes of the Borrower Affiliated Group measured by or
resulting from such sale or other disposition, (ii) payment of all reasonable
third party brokerage commissions and other reasonable out-of-pocket fees and
expenses to third parties related to such sale or other disposition, and (iii)
deduction of appropriate amounts to be provided by B&N or such other member of
the Borrower Affiliated Group as a reserve, in accordance with GAAP, against any
liabilities associated with such sale, transfer or other disposition and
retained by B&N or such other member of the Borrower Affiliated Group after such
sale or other disposition.

      Notes. Collectively, the promissory notes, if any, delivered by the
Borrowers upon the request of any Banks or the Swingline Lender pursuant to
Section 2.2(d).

      Notice of Borrowing or Conversion. See Section 2.4(a).

      Obligations. Any and all obligations of the Borrower Affiliated Group to
the Administrative Agent, any Bank, or the Arranger under the Loan Documents of
every kind and description (including obligations in respect of Letters of
Credit, the Fee Letter and fees under each thereof), direct or indirect,
absolute or contingent, primary or secondary, due or to become due, now existing
or hereafter arising, regardless of how they arise or by what agreement or
instrument, if any, and including obligations to perform acts and refrain from
taking action as well as obligations to pay money. The Obligations shall also
include any obligations of any member of the Borrower Affiliated

                                     J-16-

<PAGE>

Group to any Bank in connection with any Interest Rate Protection Agreement and
treasury management or other cash management agreements entered into with a
Bank.

      Omnibus Amendment. The Omnibus Amendment dated as of the date hereof
amending certain of the Security Documents, attached hereto as Exhibit J.

      Participant. See Section 9.10(i).

      Patent and Trademark Security Agreements. (a) The Patent and Trademark
Security Agreements dated as of the date of the Existing Credit Agreement and
executed and delivered by B&N and each Domestic Subsidiary who is a member of
the Borrower Affiliated Group to the Administrative Agent for the ratable
benefit of the Banks, and (b) any other Patent and Trademark Security Agreements
dated after the date of the Existing Credit Agreement and executed and delivered
by a Domestic Subsidiary who is a member of the Borrower Affiliated Group to the
Administrative Agent, for the ratable benefit of the Banks and the
Administrative Agent.

      Patriot Act. Public Law 107-56 of the United States of America, United and
Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT Act) Act of 2001.

      PBGC. The Pension Benefit Guaranty Corporation or any entity succeeding to
any or all of its functions under ERISA.

      PCB. See definition of Hazardous Material.

      Permitted Acquisition. Any acquisition by B&N or any other member of the
Borrower Affiliated Group that meets each of the following criteria: (i) the
capital stock (or other equity interests) or assets acquired in such acquisition
relates to a line of business similar or complementary to the business in which
the Borrower Affiliated Group is engaged on the Closing Date, (ii) the board of
directors and, if required by applicable law, the shareholders or the equivalent
thereof, of such other Person has approved such acquisition, it being the intent
that the acquisition be non-hostile in nature, (iii) in the case of a merger
between B&N and another Person, B&N shall be the surviving entity, or in the
case of a merger between another Person and a member of the Borrower Affiliated
Group (other than B&N), upon consummation of such merger, the surviving entity
shall be a direct or indirect Subsidiary of B&N, (iv) B&N shall provide the
Administrative Agent with written notice of each such acquisition as soon as
practicable, but in no event more than 5 days after the closing thereof and such
information relating thereto as the Administrative Agent may reasonably request
promptly after the request therefor, (v) no Default or Event of Default shall
exist, in each case both before and after giving effect to such acquisition,
(vi) the properties and assets acquired by B&N or other member of the Borrower
Affiliated Group in connection with such proposed acquisition shall be free from
all liens, charges and encumbrances whatsoever, other than Permitted
Encumbrances, (vii) as soon as practicable, but in no event more than 10
Business Days after the consummation of an acquisition (x) which results in a
new, direct or indirect wholly-owned Domestic Subsidiary of B&N, the

                                     J-17-

<PAGE>

Administrative Agent shall have a valid, perfected, first-priority security
interest in the Accounts Receivable and Intellectual Property Rights and related
assets of the Person being acquired (consistent with the security interests in
favor of the Administrative Agent on the Closing Date) by B&N or other member of
the Borrower Affiliated Group (subject to Permitted Encumbrances) and such
Domestic Subsidiary shall become a party to the Subsidiary Security Documents,
and (y) which is an acquisition of the Equity Securities in another Person, the
Administrative Agent shall have a valid, perfected, first-priority pledge of the
Equity Securities so acquired pursuant to a Pledge Agreement, provided that in
connection with acquisition of minority interests in any one or more Persons,
the Borrower Affiliated Group shall not be required to pledge the Equity
Securities of any such Person or Persons having total assets of less than
$25,000,000 in the aggregate, and (viii) the aggregate consideration (including
all cash and non-cash consideration and any assumption of Indebtedness, but
excluding any Equity Securities of B&N) for such acquisitions which do not
constitute Investments, together with all Investments made pursuant to clause
(viii) of the definition of Qualified Investments (but not any other provision
of such definition), from and after November 2, 2003, shall not exceed, when
made, the sum of $105,000,000 plus 50% of the Borrower Affiliated Group's
Cumulative Excess Cash Flow.

      Permitted Encumbrances. See Section 6.3.

      Person or person. An individual, a company, a corporation, an association,
a partnership, a joint venture, a limited liability company or partnership, an
unincorporated trade or business enterprise, a trust, an estate, or a government
(national, regional or local) or an agency, instrumentality or official thereof.

      Plan. At any time, an employee pension or other benefit plan that is
subject to Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code and is either (i) maintained by B&N, any member of the
Borrower Affiliated Group or any member of the Controlled Group for employees of
B&N or any member of the Controlled Group or (ii) if such Plan is established or
maintained pursuant to a collective bargaining agreement or any other
arrangement under which more than one employer makes contributions and to which
B&N or any member of the Controlled Group is then making or accruing an
obligation to make contributions or has within the preceding five Plan years
made contributions.

      Pledge Agreements. (a) The Pledge Agreements dated as of the date of the
Existing Credit Agreement and executed and delivered by each of B&N and certain
of its Subsidiaries to the Administrative Agent, for the ratable benefit of the
Banks and the Administrative Agent, pursuant to which, without limitation, (i)
all of the issued and outstanding capital stock of all Subsidiaries (or, in the
case of Foreign Subsidiaries, 65%), other than Affiliated Subsidiaries, is
pledged to the Administrative Agent, and (ii) all of the issued and outstanding
capital stock of the Affiliated Subsidiaries and the capital stock or other
equity of minority-owned Persons, in each case which is directly owned by B&N or
any other member of the Borrower Affiliated Group, is pledged to the
Administrative Agent, (b) all Pledge Agreements to be delivered by B&N from time
to

                                     J-18-

<PAGE>

time in accordance with Section 5.2(d) and the definition of Permitted
Acquisitions, and (c) any other Pledge Agreements dated after the date of the
Existing Credit Agreement and executed and delivered by any Domestic Subsidiary
who is a member of the Borrower Affiliated Group to the Administrative Agent,
for the ratable benefit of the Banks and the Administrative Agent.

      Prohibited Transaction. A transaction prohibited by Section 4975 of the
Code or Section 406 of ERISA, for which no statutory or administrative exemption
applies.

      Qualified Investments. As applied to any member of the Borrower Affiliated
Group, investments in (i) notes, bonds or other obligations of the United States
of America or any agency thereof that as to principal and interest constitute
direct obligations of or are guaranteed by the United States of America, (ii)
certificates of deposit or other deposit instruments or accounts of banks or
trust companies organized under the laws of the United States or any state
thereof that have capital and surplus of at least $100,000,000, (iii) commercial
paper that is rated not less than prime-one or A-1 or their equivalents by
Moody's Investors Service, Inc. or Standard & Poor's Corporation, respectively,
or their successors, (iv) any repurchase agreement secured by any one or more of
the foregoing, (v) Investments in wholly-owned Subsidiaries (other than any
Affiliated Subsidiary); provided, however, that the aggregate amount of
Investments in Foreign Subsidiaries may not at any time exceed 10% of B&N's
Consolidated Tangible Net Worth determined as of the end of the most recently
completed fiscal quarter of B&N, (vi) loans permitted by Section 6.13, (vii) in
addition to all of the foregoing, from and after November 2, 2003, Investments
described in clause (i) of the definition of Investments in connection with
Permitted Acquisitions; provided, however, that the aggregate consideration
(including all cash and non-cash consideration and any assumption of
Indebtedness, but excluding any Equity Securities of B&N) for such Investments,
together with all such consideration paid in connection with Permitted
Acquisitions not constituting Investments, shall not exceed, when made, the sum
of $105,000,000 plus 50% of the Borrower Affiliated Group's Cumulative Excess
Cash Flow, (viii) Investments in Affiliated Subsidiaries and Investments in
other minority-owned Persons made prior to the date hereof and disclosed on
Exhibit D hereto, and (ix) Interest Rate Protection Agreements for an aggregate
notional amount not to exceed $300,000,000 at any time outstanding.

      Rate Period. The period beginning on the third Business Day following
delivery to the Administrative Agent of the annual or quarterly financial
statements required to be delivered pursuant to Section 5.1(a) or Section 5.1(b)
and ending on the second Business Day after the day on which the next such
quarterly (or annual, as applicable) financial statements are delivered to the
Administrative Agent.

      Real Property or Real Properties. Collectively, those parcels of land
together with the improvements now or hereafter located thereon which are owned
by any member of the Borrower Affiliated Group.

                                     J-19-

<PAGE>

      Reportable Event. With respect to any Plan, a reportable event as
described in Section 4043(c) of ERISA for which notice to the PBGC has not been
waived.

      Required Banks. Any two or more Banks whose aggregate Commitments
constitute more than 50% of the Total Commitment at the relevant time of
reference, or if the Commitments have been terminated, any two or more Banks
whose aggregate Loans and Letters of Credit outstanding constitute more than 50%
of the aggregate Loans and Letters of Credit outstanding at the relevant time of
reference.

      Reserve Percentage. For any Interest Period, the rate (expressed as a
decimal) applicable to the Administrative Agent during such Interest Period
under regulations issued from time to time by the Board of Governors of the
Federal Reserve System for determining the maximum reserve requirement
(including, without limitation, any basic, supplemental, emergency or marginal
reserve requirement) of the Administrative Agent with respect to "Eurocurrency
liabilities" as that term is defined under such regulations.

      Restricted Payment. (i) Any cash or property dividend, distribution or
payment, direct or indirect, by B&N or any of its Subsidiaries in respect of its
capital stock or other equity interests, to any Person who now holds, or who in
the future holds, an equity interest in B&N or any of its Subsidiaries, whether
evidenced by a security or not, other than regular compensation and bonuses paid
to employees of B&N and its Subsidiaries in the ordinary course of business and
consistent with past practices, and other than dividends payable solely in
shares of any class of capital stock (or other equity), (ii) any payment on
account of the purchase, redemption, retirement or other acquisition for value
of any capital stock of B&N or its Subsidiaries, or any other payment or
distribution made in respect thereof, either directly or indirectly, and (iii)
any management or similar fees paid or payable by B&N or any of its Subsidiaries
to any Person who now holds, or in the future holds, directly or indirectly, an
equity interest in B&N or any of its Subsidiaries, provided that the spin-off of
the stock of any Affiliated Subsidiary shall not be a Restricted Payment.

      Revolving Credit Commitment. At any time and with respect to any Bank, the
amount set forth for such Bank on Schedule 1 under the heading "Revolving Credit
Commitments," which amount includes, without duplication, the aggregate of (a)
the maximum amount of Revolving Credit Loans that such Bank shall be committed
to make to the Borrowers, (b) the maximum amount of Swingline Loans that such
Bank shall be committed to make, or to participate in, in favor of the
Borrowers, and (c) the maximum Stated Amount of Letters of Credit which such
Bank shall be committed to issue, or to participate in, in favor of the
Borrowers. Schedule 1 shall be updated by the Administrative Agent from time to
time to reflect any Revolving Credit Commitment or portion thereof which a Bank
shall assume or relinquish upon an assignment pursuant to Section 9.10(ii).

      Revolving Credit Loans. Collectively, the loans in the maximum aggregate
principal amount of the Total Revolving Credit Commitment in effect from time to
time

                                     J-20-

<PAGE>

made or to be made to the Borrowers by the Banks pursuant to this Agreement
(including Section 2.1(a) hereof) and subject to the limitations contained
herein.

      Revolving Credit Maturity Date. May 22, 2006, or such earlier date on
which the Loans become due and payable pursuant to Section 7.2.

      Security Agreements. (a) The Security Agreements dated as of the date of
the Existing Credit Agreement and executed and delivered by B&N and each
Domestic Subsidiary who is a member of the Borrower Affiliated Group to the
Administrative Agent, for the ratable benefit of the Banks and the
Administrative Agent, and (b) any other Security Agreements dated after the date
of the Existing Credit Agreement and executed and delivered by a Domestic
Subsidiary who is a member of the Borrower Affiliated Group to the
Administrative Agent, for the ratable benefit of the Banks and the
Administrative Agent.

      Security Documents. Collectively, (i) the Security Agreements, the Patent
and Trademark Security Agreements, the Pledge Agreements, the Omnibus Amendment,
the Subsidiary Guaranty and all other Subsidiary Security Documents, and (ii)
all other agreements, instruments or contracts by which any of the Obligations
shall be evidenced or under or in respect of which the Administrative Agent, any
Bank or any of their respective nominees, agents, or representatives shall have,
at such time, any rights or interests as security for the payment or performance
of all or any part of the Obligations.

      Solvency Certificates. Collectively, (i) the separate solvency
certificates dated as of the date of the Existing Credit Agreement and executed
and delivered by a Financial Officer of each member of the Borrower Affiliated
Group to the Administrative Agent, for the ratable benefit of the Banks and the
Administrative Agent, and (ii) the separate solvency certificates dated as of
the date hereof and executed and delivered by a Financial Officer of each member
of the Borrower Affiliated Group to the Administrative Agent, for the ratable
benefit of the Banks and the Administrative Agent.

      Stated Amount. With respect to each Letter of Credit outstanding at any
time, the maximum amount then available to be drawn thereunder (without regard
to whether any conditions to drawing could then be met).

      Stockholders' Equity. The amount reported as "stockholders' equity" on
B&N's Consolidated balance sheet and determined in accordance with GAAP
(exclusive of any amount reported as "stockholders' equity" relating to the
Affiliated Subsidiaries).

      Subordinated Debt. See Section 6.1(h).

      Subsidiary. With respect to B&N, any corporation, association, joint stock
company, business trust or other similar organization of which more than 50% of
the ordinary voting power for the election of a majority of the members of the
board of directors or other governing body of such entity is held or controlled
by B&N or a Subsidiary of B&N; or any other such organization the management of
which is directly

                                     J-21-

<PAGE>

or indirectly controlled by B&N or a Subsidiary of B&N through the exercise of
voting power or otherwise; or any joint venture, whether incorporated or not, in
which B&N has more than a 50% ownership interest.

      Subsidiary Guaranty. (a) The Subsidiary Guaranty dated as of the date of
the Existing Credit Agreement and executed and delivered by each Domestic
Subsidiary who is a member of the Borrower Affiliated Group to the
Administrative Agent, for the ratable benefit of the Banks and the
Administrative Agent, and (b) any other Subsidiary Guaranties dated after the
date of the Existing Credit Agreement and executed and delivered by a Domestic
Subsidiary who is a member of the Borrower Affiliated Group to the
Administrative Agent, for the ratable benefit of the Banks and the
Administrative Agent, each of which shall be in the form of Exhibit H hereto. In
the event that B&N forms or acquires any wholly-owned Foreign Subsidiary after
the date hereof, to the extent that no material adverse tax consequences would
result from such guaranty, such Foreign Subsidiary will also become a Subsidiary
Guarantor.

      Subsidiary Security Documents. Collectively, (a) with respect to each
Domestic Subsidiary who is a member of the Borrower Affiliated Group in
existence as of the date hereof, the Subsidiary Guaranty, the Security Agreement
executed by such Domestic Subsidiary, and the Patent and Trademark Security
Agreement executed by such Domestic Subsidiary, in each case executed and
delivered by such Domestic Subsidiaries in connection with the Closing or
pursuant to Section 5.11, (b) with respect to each Domestic Subsidiary who is a
member of the Borrower Affiliated Group formed after the date hereof, a
Subsidiary Guaranty, a Security Agreement, a Patent and Trademark Security
Agreement, each to be executed and delivered by such new Domestic Subsidiary and
each to be in substantially the form of the respective documents delivered by
existing Domestic Subsidiaries under the foregoing clause (a), and (c) each
Pledge Agreement required to be delivered by any Subsidiary of B&N pursuant to
the terms hereof.

      Swingline Commitment. The obligation of the Swingline Lender to make
Swingline Loans to the Borrowers in a maximum principal amount not exceeding at
any time the amount set forth opposite the Swingline Lender's name on Schedule 1
hereto. On the Closing Date, the Swingline Commitment shall be $50,000,000 and
shall not be less than that amount through the Revolving Credit Maturity Date or
earlier acceleration of the Obligations.

      Swingline Lender. Bank of America, N.A., in its capacity as swingline
lender hereunder, or any Eligible Assignee of Bank of America, N.A. who executes
an Assignment and Assumption assuming Bank of America, N.A.'s obligations as
Swingline Lender.

      Swingline Loans. Collectively, the loans in the maximum aggregate
principal amount of the Swingline Commitment made or to be made by the Swingline
Lender to the Borrowers pursuant to Section 2.1(b) of this Agreement and subject
to the limitations contained herein.

      Swingline Termination Date. The Revolving Credit Maturity Date.

                                     J-22-

<PAGE>

      Synthetic Lease. Any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such
transaction is considered borrowed money Indebtedness for tax purposes but is
classified as an operating lease under GAAP.

      Term Loan A. The term loan in the original principal amount of
$245,000,000 made or to be made to the Borrowers on the Closing Date by the
Banks having a Term Loan A Commitment pursuant to Section 2.1(c) and subject to
the limitations contained herein.

      Term Loan A Commitment. In relation to any Bank, the maximum liability of
such Bank, as set forth on Schedule 1, to participate in making the Term Loan A
to the Borrowers upon the terms and subject to the conditions contained in this
Agreement. Schedule 1 shall be updated by the Administrative Agent from time to
time to reflect any Term Loan A Commitment or portion thereof which a Bank shall
assume or relinquish upon an assignment pursuant to Section 9.10(ii).

      Term Loan A Maturity Date. August 10, 2009, or such earlier date on
which the Loans become due and payable pursuant to Section 7.2

      Total Capitalization. As at any date of determination, an amount equal to
the sum of (i) Consolidated Total Funded Debt on such date, plus (ii)
Stockholders' Equity on such date.

      Total Commitment. As of any date, the sum of the then-current Commitments
of the Banks to make Revolving Credit Loans and the Term Loan A. As of the date
of this Agreement, the Total Commitment (including the Swingline Commitment) is
$745,000,000. After the date of this Agreement, the aggregate amount of the
Total Commitment may be increased to an amount not exceeding $845,000,000 in
accordance with the provisions of Section 2.7.

      Total Revolving Credit Commitment. As of any date, the sum of the
then-current Commitments of the Banks to make Revolving Credit Loans. As of the
date of this Agreement, the Total Revolving Credit Commitment (including the
Swingline Commitment) is $500,000,000. After the date of this Agreement, the
aggregate amount of the Total Revolving Credit Commitment may be increased to an
amount not exceeding $600,000,000 in accordance with the provisions of Section
2.7.

      Uniform Commercial Code. The Uniform Commercial Code as in effect from
time to time in any applicable jurisdiction.

      United States Bankruptcy Code. 11 U.S.C. Sections 101-1330.

      Utilization. For any day, the aggregate principal amount of all Revolving
Credit Loans and Swingline Loans outstanding on such day, but excluding
outstanding Letters of Credit.

                                     J-23-

<PAGE>

      Utilization Fee. The utilization fee payable by the Borrowers to the
Administrative Agent for the ratable accounts of the Banks pursuant to Section
2.5.3.

      1.2. Terms of General Application. For all purposes of this Agreement and
the other Loan Documents, except as otherwise expressly provided herein or
therein or unless the context otherwise requires:

            (a) references to any Person defined in this Agreement refer to such
Person and its successor in title and permitted assigns or, for natural persons,
such Person's successors, heirs, executors, administrators and other legal
representatives;

            (b) references to any agreement, instrument or document defined in
this Agreement refer to such document as originally executed, or if subsequently
varied, extended, renewed, modified, amended, restated or supplemented from time
to time, as so varied, extended, renewed, modified, amended, restated or
supplemented and in effect at the relevant time of reference thereto;

            (c) words importing the singular only shall include the plural and
vice versa, and the words importing the masculine gender shall include the
feminine gender and vice versa, and all references to dollars, $, U.S. Dollars
or United States Dollars, shall be to Dollars;

            (d) accounting terms not otherwise defined in this Agreement or any
of the other Loan Documents have the meanings assigned to them in accordance
with GAAP, on a basis consistent with the financial statements referred to in
Section 4.7 of this Agreement;

            (e) all financial statements and other financial information
provided by the Borrower and each other member of the Borrower Affiliated Group
to the Administrative Agent or any Bank shall be provided with reference to
Dollars;

            (f) this Agreement and the other Loan Documents are the result of
negotiation among, and have been reviewed by counsel to, among others, the
Borrower Affiliated Group and the Administrative Agent and are the product of
discussions and negotiations among all parties. Accordingly, this Agreement and
the other Loan Documents are not intended to be construed against the
Administrative Agent or any of the Banks merely on account of the Administrative
Agent's or any Bank's involvement in the preparation of such documents; and

            (g) all references to a time of day shall mean the time then
prevailing in New York, New York, unless otherwise indicated.

                                     J-24-

<PAGE>

                                   SECTION II

                              DESCRIPTION OF CREDIT

      2. The Credit Facilities.

      2.1. The Loans.

            (a) Revolving Credit Loans. Subject to the terms and conditions set
forth in this Agreement, each of the Banks having a Revolving Credit Commitment
severally agrees to lend to the Borrowers and the Borrowers may borrow (and may
repay and reborrow) from time to time between the Closing Date and the Revolving
Credit Maturity Date, such amounts as are requested by the Borrowers up to a
maximum aggregate principal amount outstanding (after giving effect to all
amounts requested and the payment or prepayment of outstanding Revolving Credit
Loans or unreimbursed draws on Letters of Credit with the proceeds of such
borrowing) at any one time equal to such Bank's Revolving Credit Commitment;
provided, however, that (without duplication) the maximum aggregate principal
amount of all Revolving Credit Loans outstanding (after giving effect to the
amounts requested and the payment or prepayment of outstanding Revolving Credit
Loans or unreimbursed draws on Letters of Credit with the proceeds of such
borrowing), plus the aggregate principal amount of all Swingline Loans
outstanding, plus the aggregate Stated Amount of Letters of Credit outstanding
at such time, plus the aggregate amount of all unreimbursed draws under
outstanding Letters of Credit, shall not at any time exceed the Total Revolving
Credit Commitment in effect at such time, and provided, further, that at the
time the Borrowers request a Revolving Credit Loan and after giving effect to
the making thereof, no Default or Event of Default has occurred and is
continuing.

      The Revolving Credit Loans (but not the Swingline Loans) shall be made pro
rata among the Banks having a Revolving Credit Commitment in accordance with the
Commitment Percentage of the Revolving Credit Commitment of each Bank. If the
aggregate principal amount of Revolving Credit Loans outstanding at any time,
plus the aggregate principal amount of Swingline Loans outstanding at such time,
plus the aggregate Stated Amount of Letters of Credit outstanding at such time,
plus the aggregate amount of any unreimbursed draws under outstanding Letters of
Credit shall at any time exceed the Total Revolving Credit Commitment in effect
at such time, the Borrowers shall immediately pay to the Administrative Agent
for the respective accounts of the Banks the amount of such excess. Any such
payment shall be applied first to outstanding Swingline Loans, and any remainder
shall be applied to outstanding Revolving Credit Loans. Failure to make such
payment on demand shall be an Event of Default hereunder.

            (b) Swingline Loans.

            (i) Availability. Subject to the terms and conditions of this
Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrowers
from time to time from the Closing Date through, but not including, the
Swingline Termination

                                     J-25-

<PAGE>

Date; provided, that the aggregate principal amount of all outstanding Swingline
Loans (after giving effect to any amount requested and the payment or prepayment
of outstanding Revolving Credit Loans or unreimbursed draws on Letters of Credit
with the proceeds of such borrowing) at any time, shall not exceed the lesser of
(x) the Total Revolving Credit Commitment in effect at such time less the sum of
(A) all outstanding Revolving Credit Loans at such time, (B) the aggregate
Stated Amount of Letters of Credit outstanding at such time, and (C) the
aggregate amount of all unreimbursed draws under outstanding Letters of Credit
at such time, and (y) the Swingline Commitment at such time, and provided
further that after the Swingline Lender has received written notice from any
Bank that a Default or Event of Default has occurred and stating that no new
Swingline Loans are to be made during the continuance of such Default or Event
of Default, the Swingline Lender shall not make any Swingline Loans until such
Default or Event of Default has been cured or waived in accordance with the
provisions of this Agreement. Swingline Loans hereunder may be used in
anticipation of borrowing Revolving Credit Loans and for other short-term
requirements and may be requested for a period of up to seven (7) days and shall
be repaid and may be reborrowed in accordance with the terms hereof. Each
Swingline Loan must be for an amount equal to at least $250,000. The Swingline
Lender shall initiate the transfer of funds representing the Swingline Loan to
the Borrowers by 4:00 p.m. on the Business Day of the requested borrowing, so
long as the Swingline Loan has been requested by the Borrowers no later than
3:00 p.m. on such Business Day.

            (ii) Repayment. The Borrowers hereby absolutely and unconditionally
jointly and severally promise to repay the outstanding principal amount of each
Swingline Loan on the earliest to occur of: (x) the eighth day after the date on
which such Swingline Loan was made, (y) the Swingline Termination Date or (z)
demand by the Swingline Lender.

            (iii) Refunding and Conversion of Swingline Loans to Revolving
Credit Loans.

                  (A) So long as the conditions of Section 3.2 (other than
Section 3.2(b)) have been met, on the maturity of each Swingline Loan (which
shall be no longer than seven (7) days after the making of such Swingline Loan),
the Borrowers shall be deemed to have requested on such date a Revolving Credit
Loan comprised solely of Base Rate Loans in the principal amount of such
Swingline Loan. Such refundings of the Swingline Loan through the funding of
such Revolving Credit Loans shall be made by the Banks having a Revolving Credit
Commitment in accordance with their respective Commitment Percentages applicable
to Revolving Credit Loans and shall thereafter be reflected as Revolving Credit
Loans of such Banks on the books and records of the Administrative Agent
(including the Loan Account).

                  (B) If an Event of Default has occurred and is continuing,
Swingline Loans shall be refunded by the Banks having a Revolving Credit
Commitment on demand by the Swingline Lender, in which case the Borrowers shall
be deemed to have requested on such date of demand a Revolving Credit Loan
comprised solely of

                                     J-26-

<PAGE>

Base Rate Loans in the principal amount of such Swingline Loan. Such refundings
of the Swingline Loan through the funding of such Revolving Credit Loans shall
be made by the Banks having a Revolving Credit Commitment in accordance with
their respective Commitment Percentages applicable to Revolving Credit Loans and
shall thereafter be reflected as Revolving Credit Loans of such Banks on the
books and records of the Administrative Agent (including the Loan Account). Each
Bank having a Revolving Credit Commitment shall fund its respective Commitment
Percentage of Revolving Credit Loans as required to repay Swingline Loans
outstanding to the Swingline Lender upon such demand by the Swingline Lender but
in no event later than 2:00 p.m. on the next succeeding Business Day after such
demand is made. No Bank's obligation to fund its respective Commitment
Percentage of the repayment of a Swingline Loan shall be affected by any other
such Bank's failure to fund its Commitment Percentage of such repayment, nor
shall any Bank's Commitment Percentage be increased as a result of any such
failure of any other such Bank to fund its Commitment Percentage. To the extent
any Bank having a Revolving Credit Commitment does not fund its respective
Commitment Percentage of any Revolving Credit Loan deemed to be made to the
Borrowers pursuant to this Section, such Bank shall be deemed a Delinquent Bank
and the Borrowers shall repay such amounts to the Swingline Lender in accordance
with the provisions of Section 8.3(c) as if such Loan were a Revolving Credit
Loan for which a Bank did not advance its share to the Administrative Agent.

                  (C) The Borrowers hereby authorize the Administrative Agent to
charge any account maintained with the Swingline Lender (up to the amount
available therein) in order to immediately pay the Swingline Lender the amount
of any Swingline Loans when due (x) to the extent amounts received from the
Banks having a Revolving Credit Commitment are not sufficient to repay in full
the outstanding Swingline Loans required to be refunded pursuant to Section
2.1(b)(iii)(B), and (y) to satisfy the Borrowers' obligations pursuant to clause
(D) below. If any portion of any such amount paid to the Swingline Lender shall
be recovered by or on behalf of the Borrowers from the Swingline Lender in
bankruptcy or otherwise, the loss of the amount so recovered shall be ratably
shared among all the Banks having a Revolving Credit Commitment.

                  (D) If at any time the Borrowers receive notice from the
Swingline Lender that the aggregate principal amount of all Revolving Credit
Loans outstanding, plus the aggregate principal amount of all Swingline Loans
outstanding (including the Swingline Loan for which demand for payment is then
made by the Swingline Lender pursuant to this subsection), plus the aggregate
Stated Amount of Letters of Credit outstanding at such time, plus the aggregate
of all unreimbursed draws under outstanding Letters of Credit, equals or exceeds
the Total Revolving Credit Commitment at such time, the Borrowers shall repay
the amount of such excess upon demand by the Swingline Lender, which payment
shall be applied first to the Swingline Loans and thereafter to the Revolving
Credit Loans outstanding.

                  (E) Each Bank having a Revolving Credit Commitment
acknowledges and agrees that its obligation to refund Swingline Loans with
Revolving Credit Loans in accordance with the terms of this Section 2.1(b) is
absolute and

                                     J-27-

<PAGE>

unconditional and shall not be affected by any circumstance whatsoever,
including, in any event, non-satisfaction of the conditions set forth in Section
2.1(a) or Article III. Further, each Bank having a Revolving Credit Commitment
agrees and acknowledges that if, prior to the refunding of any outstanding
Swingline Loans pursuant to this Section 2.1(b), one of the events described in
Section 7.1(f) or (g) shall have occurred, each such Bank will, on the date the
applicable Revolving Credit Loan would have been made pursuant to Section
2.1(b)(iii) hereof, purchase an undivided participating interest in the
Swingline Loan to be refunded in an amount equal to its Commitment Percentage
(applicable to Revolving Credit Loans) of the aggregate amount of such Swingline
Loan. Each Bank having a Revolving Credit Commitment will immediately transfer
to the Swingline Lender, in immediately available funds, the amount of its
participation. Whenever, at any time after the Swingline Lender has received
from any Bank having a Revolving Credit Commitment such Bank's participating
interest in a Swingline Loan, the Swingline Lender receives any payment on
account thereof, the Swingline Lender will distribute to such Bank its
participating interest in such amount (appropriately adjusted, in the case of
interest payments, to reflect the period of time during which such Bank's
participating interest was outstanding and funded).

                  (F) Each Bank's Commitment Percentage applicable to any
Swingline Loan shall be identical to its Commitment Percentage applicable to
Revolving Credit Loans, if any.

            (c) Term Loan A. Subject to the terms and conditions set forth in
this Agreement, each of the Banks having a Term Loan A Commitment severally
agrees to lend to the Borrowers on the Closing Date, and the Borrowers agree to
borrow on such date and repay in accordance with Section 2.12, an amount equal
to such Bank's Term Loan A Commitment.

            (d) Loan Account. The Administrative Agent shall enter Loans and
advances made by the Banks to the Borrowers pursuant to this Agreement
(including, without limitation, on account of any Letters of Credit) as debits
in the Loan Account. The Administrative Agent shall also record in the Loan
Account all payments made by the Borrowers on account of the Loans and may also
record therein, in accordance with customary accounting practices, other debits
and credits, including customary banking charges and all interest, fees, charges
and expenses chargeable to the Borrowers under this Agreement. The debit balance
of the Loan Account shall reflect the amount of the Borrowers' Obligations
hereunder and shall be considered correct absent manifest error.

      2.2. Records; Notes.

            (a) Banks' Records. Each Bank will note (manually or electronically)
on its records with respect to each Loan made by it (i) the date and amount of
such Loan, (ii) whether such Loan is a Revolving Credit Loan, a Swingline Loan
or a portion of Term Loan A, (iii) the interest rate and Interest Period, if
any, applicable to such Loan, and (iv) each payment and prepayment of the
principal thereof.

                                     J-28-

<PAGE>

            (b) Administrative Agent's Records. The Administrative Agent shall
keep records regarding the Loans, the Letters of Credit and this Agreement in
accordance with its customary procedures for agented credits.

            (c) Prima Facie Evidence. The entries made in the records maintained
pursuant to subsections (a) and (b) above shall, to the extent not prohibited by
applicable law, be prima facie evidence of the existence and amount of the
obligations of the Banks and the Borrowers recorded therein; provided, however,
that the failure of the Administrative Agent or any Bank, as the case may be, to
make any notation on its records shall not affect the Borrowers' obligations in
respect of the Loans, the Letters of Credit or this Agreement.

            (d) Notes. Upon the request of any Bank (including the Swingline
Lender) to the Administrative Agent and B&N, the Borrowers agree, at their
expense, to execute and deliver to the Administrative Agent for the account of
such Bank one or more promissory notes evidencing the Loan or Loans of such Bank
to the Borrower, in substantially the form of Exhibit A-1 or Exhibit A-2, as
applicable, attached hereto.

      2.3. Conversion; Continuation. Provided that no Default or Event of
Default shall have occurred and be continuing, and subject to and in accordance
with the provisions of Section 2.4(a), (x) the Borrowers may convert all or any
part (in an amount equal to at least $5,000,000 and additional increments of
$1,000,000) of any outstanding Loan (other than Swingline Loans) into a Loan of
the other type provided for in this Agreement in the same aggregate principal
amount, on any Business Day (provided, that, in the case of a conversion of a
LIBOR Loan on a day other than the last day of the Interest Period applicable to
such LIBOR Loan, the Borrower pay any amounts due under Section 2.15) and (y)
the Borrowers may continue a LIBOR Loan as a LIBOR Loan on the last day of the
Interest Period applicable to such LIBOR Loan. The Borrower shall give the
Administrative Agent and the Banks prior notice of each such conversion or
continuation (which notice shall be effective upon receipt) in accordance with
Section 2.4. All such conversions and continuations shall be made pro rata in
accordance with each Bank's Commitment Percentage applicable to the type of Loan
being converted or continued.

      2.4. Notice and Manner of Borrowing, Continuation or Conversion of Loans.

            (a) Whenever the Borrowers desire to obtain or continue a Loan
hereunder or convert an outstanding Loan into a Loan of the other type provided
for in this Agreement, the Borrowers shall notify the Administrative Agent
(which notice shall be irrevocable) by telecopy or telephone (i) with respect to
Base Rate Loans, received no later than 1:00 p.m. on the date on which the
requested Loan is to be made or continued as or converted to a Base Rate Loan,
(ii) with respect to Swingline Loans, received no later than 3:00 p.m. on the
day on which a Swingline Loan is to be made, and (iii) with respect to LIBOR
Loans, received no later than 1:00 p.m. on the date that is three (3) Business
Days before the day on which the requested Loan is to be made or continued as or
converted to a LIBOR Loan, provided that no more than 10 LIBOR Loans may be

                                     J-29-

<PAGE>

outstanding at any one time. Such notice by the Borrowers shall specify (i) the
effective date and amount of each Loan to be obtained, continued or converted
(or portion thereof to be continued or converted, as the case may be), subject
to the limitations set forth in Section 2.1, (ii) the interest rate option to be
applicable thereto, and (iii) the duration of the applicable Interest Period, if
any (subject to the provisions of the definition of Interest Period and Section
2.9). Each LIBOR Loan must be for an amount equal to at least $5,000,000 and in
additional increments of $1,000,000. Each such notification by telephone
pursuant to Section 2.3 or this Section 2.4(a) (a "Notice of Borrowing or
Conversion") shall be immediately followed by a written confirmation thereof by
the Borrowers in substantially the form of Exhibit B hereto, provided that if
such written confirmation differs in any material respect from the action taken
by the Administrative Agent, the records of the Administrative Agent shall be
conclusive absent manifest error.

            (b) Subject to the terms and conditions hereof, (i) each Bank shall
make available to the Administrative Agent, in immediately available funds, no
later than 2:00 p.m. on the date upon which any Base Rate Loan or LIBOR Loan is
to be made, such Bank's Commitment Percentage, if any, of the requested Loan,
and (ii) the Swingline Lender shall make available to the Administrative Agent,
in immediately available funds, no later than 4:00 p.m. on the date on which any
Swingline Loan is to be made, the amount of such Swingline Loan to be made on
such date. The Administrative Agent shall, in turn, make each Loan on the
effective date specified therefor by crediting the amount of such Loan to the
Borrowers' demand deposit account with the Administrative Agent. In no event
shall the Administrative Agent (in its capacity as Administrative Agent) have
any obligation to make any funding or shall any Bank be obligated to fund more
than its Commitment Percentage, if any, of the requested Base Rate Loan or LIBOR
Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline
Loans shall be made by the Banks having a Revolving Credit Commitment as
provided in Section 2.1(b).

      2.5. Fees.

      2.5.1. Fee Letters. The Borrowers shall pay to the Administrative Agent
fees in the amounts and at the times outlined in the Fee Letters.

      2.5.2. Commitment Fee. The Borrowers shall pay to the Administrative Agent
for the accounts of the Banks having a Revolving Credit Commitment in accordance
with their respective Commitment Percentages of the Total Revolving Credit
Commitment a commitment fee (the "Commitment Fee") computed at a rate per annum
on the average daily aggregate amount, during each calendar quarter or portion
thereof, of the unborrowed portion of the Total Revolving Credit Commitment in
effect at such time, which rate shall be not less than, for each Rate Period,
the percentage determined by reference to the Fixed Charge Coverage Ratio for
the most recent four fiscal quarter period of the Borrower Affiliated Group, as
set forth in the table below (provided that if the Borrowers have failed for
more than 5 days to deliver the financial statements and compliance certificate
required to be delivered pursuant to Sections 5.1(b) and 5.1(c), respectively,
the Commitment Fee in effect at the applicable time of reference shall

                                     J-30-

<PAGE>

automatically be increased by .25% until such financial statements and
compliance certificate are delivered):

<TABLE>
<CAPTION>
                          Fixed Charge Coverage Ratio                 Commitment Fee
                          ---------------------------                 --------------
<S>                 <C>                                               <C>
 Level I.           equal to or less than 1.65 to 1.00                     0.500%

Level II.           greater than 1.65 to 1.00 and equal to or              0.375%
                    less than 1.80 to 1.00

Level III.          greater than 1.80 to 1.00 and equal to or              0.250%
                    less than 2.50 to 1.00

Level IV.           greater than 2.50 to 1.00                              0.200%
</TABLE>

Commitment fees shall be payable quarterly in arrears on the last Business Day
of each fiscal quarter beginning on October 30, 2004 (with the first such
payment being calculated for the entire fiscal quarter in which the Closing Date
occurs but without duplication of any commitment fee to be paid under the
Existing Credit Agreement) and on the Revolving Credit Maturity Date. For
purposes of calculating the Commitment Fee, outstanding Revolving Credit Loans,
outstanding Swingline Loans, outstanding Letters of Credit and unreimbursed
draws under Letters of Credit shall be included, without duplication, in
determining the borrowed portion of the Total Revolving Credit Commitment.

      2.5.3. Utilization Fee. For each day on which Utilization is (i) greater
than or equal to 33% of the Total Revolving Credit Commitment as in effect on
such day, but less than 66% of the Total Revolving Credit Commitment as in
effect on such day, there shall be a utilization fee (the "Utilization Fee")
payable to the Administrative Agent for the ratable account of the Banks having
a Revolving Credit Commitment, on the aggregate amount of all Revolving Credit
Loans and Swingline Loans outstanding on such day, which Utilization Fee will be
computed for each such day at the rate of 0.125% per annum, and (ii) greater
than or equal to 66% of the Total Revolving Credit Commitment as in effect on
such day, there shall be a Utilization Fee payable to the Administrative Agent
for the ratable account of the Banks having a Revolving Credit Commitment, on
the aggregate amount of all Revolving Credit Loans and Swingline Loans
outstanding on such day, which Utilization Fee will be computed for each such
day at the rate of 0.250% per annum. The Utilization Fee shall be payable
quarterly in arrears on the last Business Day of each fiscal quarter beginning
on October 30, 2004 and on the Revolving Credit Maturity Date (with the first
such payment being calculated for the entire fiscal quarter in which the Closing
Date occurs but without duplication of any utilization fee to be paid under the
Existing Credit Agreement).

      2.6. Reduction of Total Revolving Credit Commitment. The Borrowers may
from time to time by written notice delivered to the Administrative Agent at
least one Business Day prior to the date of the requested reduction, reduce by a
minimum amount

                                     J-31-

<PAGE>

of $5,000,000, and in additional increments of $1,000,000, any unborrowed
portion of the Total Revolving Credit Commitment. No reduction of the Total
Revolving Credit Commitment shall be subject to reinstatement.

      2.7. Increases in Total Revolving Credit Commitment. The Borrowers, with
the consent of the Administrative Agent and each Bank whose Revolving Credit
Commitment will be increasing, shall have the right to cause the Total Revolving
Credit Commitment to increase by an amount not at any time exceeding
$100,000,000 (the "Increase"), in which event the Administrative Agent will
amend Schedule 1 to reflect the increased Revolving Credit Commitment of each
Bank that has agreed in writing to an increase and to add any third party
financial institution that may have become a party to, and a "Bank" under, this
Agreement in connection with the Increase; provided, however, that it shall be a
condition precedent to the effectiveness of the Increase that the Increase
Conditions shall have been satisfied. In the event that the Increase results in
any change to the Commitment Percentages applicable to Revolving Credit Loans of
any Banks, then on the effective date of such Increase in the Total Revolving
Credit Commitment (i) any new Bank, and any existing Bank whose Revolving Credit
Commitment has increased, shall pay to the Administrative Agent such amounts as
are necessary to fund its new or increased Commitment Percentages of all
existing Revolving Credit Loans, (ii) the Administrative Agent will use the
proceeds thereof to pay to all Banks whose Commitment Percentage is decreasing
such amounts as are necessary so that each such Bank's participation in existing
Revolving Credit Loans will be equal to its adjusted Commitment Percentage
applicable to such Loans, and (iii) if the effective date of such Increase in
the Total Revolving Credit Commitment occurs on a date other than the last day
of an Interest Period applicable to any outstanding LIBOR Loan, the Borrowers
will be responsible for any amounts payable pursuant to Section 2.15 on account
of the payments made pursuant to clause (ii) above.

      2.8. Duration of Interest Periods.

            (a) Subject to the provisions of the definition of "Interest
Period," the duration of each Interest Period applicable to a LIBOR Loan shall
be as specified in the applicable Notice of Borrowing or Conversion. The
Borrowers shall have the option to elect a subsequent Interest Period to be
applicable to such Loan by giving notice of such election to the Administrative
Agent received no later than 10:00 a.m. on the date that is 3 Business Days
before the end of the then applicable Interest Period if such Loan is to be
continued as or converted to a LIBOR Loan.

            (b) If the Administrative Agent does not receive a notice of
election of duration of an Interest Period for a LIBOR Loan pursuant to
subsection (a) above within the applicable time limits specified therein, or if,
when such notice must be given, an Event of Default exists, the Borrowers shall
be deemed to have elected to convert such Loan in whole into a Base Rate Loan on
the last day of the then current Interest Period with respect thereto.

                                     J-32-

<PAGE>

            (c) Notwithstanding the foregoing, the Borrowers may not select an
Interest Period that would end, but for the provisions of the definition of
Interest Period, after the Revolving Credit Maturity Date or the Term Loan
Maturity Date, as applicable.

      2.9. Interest Rates and Payments of Interest.

            (a)   (i) Each Revolving Credit Loan or portion of Term Loan A which
is a Base Rate Loan shall bear interest on the outstanding principal amount
thereof at a rate per annum equal to the Base Rate plus the Applicable Base Rate
Margin, which rate shall change contemporaneously with any change in the Base
Rate. Such interest shall be payable on the last Business Day of any fiscal
quarter in which a Base Rate Loan is outstanding hereunder, and when such Loan
is due (whether at maturity, by reason of acceleration or otherwise).

                  (ii) Each Swingline Loan shall bear interest at a fixed rate
quoted to the Borrower by the Swingline Lender in its discretion, provided that
such quoted rate shall not exceed the Base Rate in effect on the day of
quotation. Interest on Swingline Loans shall be payable, and the Borrowers
hereby absolutely and unconditionally jointly and severally promise to pay such
interest, when such Swingline Loan is due and payable, or when such Swingline
Loan is actually paid, if earlier.

            (b) Each Revolving Credit Loan or portion of Term Loan A which is a
LIBOR Loan shall bear interest on the outstanding principal amount thereof, for
each Interest Period applicable thereto, at a rate per annum equal to the
Adjusted LIBOR Rate plus the Applicable LIBOR Margin. Such interest (including
any adjustments made in the Administrative Agent's discretion consistent with
the definition of Adjusted LIBOR Rate to take into consideration any change in
the Reserve Percentage) shall be payable for such Interest Period (i) on the
earlier of the last day of such Interest Period and, if such Interest Period is
longer than three months, at quarterly intervals after the first day of such
Interest Period and (ii) when such LIBOR Loan is due (whether at maturity, by
reason of acceleration or otherwise).

            (c) (x) For purposes of this Section 2.9 but subject to Section
2.5.3, with reference to Revolving Credit Loans, (i) the "Applicable Base Rate
Margin" shall be not less than, for each Rate Period, the percentage determined
by reference to the Fixed Charge Coverage Ratio for the most recent four fiscal
quarter period of the Borrower Affiliated Group, as set forth in Table 1 below,
and (ii) the "Applicable LIBOR Margin" shall be equal to, for each Rate Period,
the percentage determined by reference to the Fixed Charge Coverage Ratio for
the most recent four fiscal quarter period of the Borrower Affiliated Group, as
set forth in Table 1 below:

                                     J-33-

<PAGE>

                                     Table 1

                             Revolving Credit Loans

<TABLE>
<CAPTION>
                                                        Applicable       Applicable
                      Fixed Charge Coverage              Base Rate         LIBOR
                              Ratio                       Margin           Margin
                      ---------------------             ----------       ----------
<S>                <C>                                  <C>              <C>
Level I.           equal to or less than 1.65 to           0.25%           1.875%
                   1.00

Level II.          greater than 1.65 to 1.00 and           0.00%           1.625%
                   equal to or less than 1.80 to
                   1.00

Level III.         greater than 1.80 to 1.00 and           0.00%           1.375%
                   equal to or less than 2.15 to
                   1.00

Level IV.          greater than 2.15 to 1.00 and           0.00%           1.125%
                   equal to or less than 2.50 to
                   1.00

Level V.           greater than 2.50 to 1.00               0.00%           0.875%
</TABLE>

            (y) For purposes of this Section 2.9, with reference to the Term
Loan A, (i) the "Applicable Base Rate Margin" shall be 0.00%, and (ii) the
"Applicable LIBOR Margin" shall be equal to (A) not less than 1.375% from the
Closing Date through the second Business Day after the date of the
Administrative Agent's receipt and satisfactory review of the financial
statements and compliance certificate required to be delivered pursuant to
Sections 5.1(b) and 5.1(c), respectively, for the fiscal quarter of the Borrower
Affiliated Group ending October 30, 2004 (provided that it could be more than
1.375% based upon the financial statements received by the Administrative Agent
for the fiscal quarter of the Borrower ending July 31, 2004), and (B)
thereafter, for each Rate Period, the percentage determined by reference to the
Fixed Charge Coverage Ratio for the most recent four fiscal quarter period of
the Borrower Affiliated Group, as set forth in Table 2 below:

                                     Table 2

                                   Term Loan A

<TABLE>
<CAPTION>
                                                        Applicable
                      Fixed Charge Coverage               LIBOR
                               Ratio                      Margin
                      ---------------------             ----------
<S>                <C>                                   <C>
Level I.           equal to or less than 2.15 to          1.500%
                   1.00
</TABLE>

                                     J-34-

<PAGE>

<TABLE>
<S>                <C>                                    <C>
Level II.          greater than 2.15 to 1.00 and          1.375%
                   equal to or less than 2.50 to
                   1.00

Level III.         greater than 2.50 to 1.00              1.250%
</TABLE>

For purposes of determining the Applicable Base Rate Margin and the Applicable
LIBOR Margin, the Fixed Charge Coverage Ratio will be tested quarterly,
commencing with the fiscal quarter of the Borrower Affiliated Group ending
October 30, 2004, based on the financial statements and compliance certificate
required to be delivered pursuant to Sections 5.1(b) and 5.1(c), respectively.
For purposes of determining the interest rate for any Rate Period hereunder, any
interest rate change shall be effective two Business Days after the date on
which the financial statements and compliance certificate required to be
delivered pursuant to Sections 5.1(b) and 5.1(c), respectively, is delivered to
the Administrative Agent, together with a notice to the Administrative Agent
(which shall be verified by the Administrative Agent) specifying any change in
the Applicable Base Rate Margin and the Applicable LIBOR Margin, and if the
Borrowers have failed for more than 5 days to deliver the financial statements
and compliance certificate required to be delivered pursuant to Sections 5.1(b)
and 5.1(c), respectively, the Applicable Base Rate Margin and the Applicable
LIBOR Margin in effect at the applicable time of reference shall automatically
be increased by .25% until such financial statements and compliance certificate
are delivered. The Borrowers absolutely and unconditionally jointly and
severally promise to pay all such interest referenced to in this Section 2.9 to
the Administrative Agent for the ratable benefit of the applicable Banks as and
when such interest is due.

      2.10. Protective Provisions.

      2.10.1. Inability to Determine Adjusted LIBOR Rate. In the event, prior to
the commencement of any Interest Period relating to any LIBOR Loan, the
Administrative Agent shall determine in its good faith judgment or be notified
by the Required Banks that adequate and reasonable methods do not exist for
ascertaining the Adjusted LIBOR Rate that would otherwise determine the rate of
interest to be applicable to any LIBOR Loan during such Interest Period, the
Administrative Agent shall forthwith give notice of such determination (which
shall be conclusive and binding on the Borrowers and the Banks) to the Borrowers
and the Banks. In such event (a) any Notice of Borrowing or Conversion with
respect to LIBOR Loans shall be automatically withdrawn and shall be deemed a
request for Base Rate Loans, (b) each LIBOR Loan will automatically, on the last
day of the then current Interest Period relating thereto, become a Base Rate
Loan, and (c) the obligations of the Banks to make LIBOR Loans shall be
suspended until the Administrative Agent or the Required Banks, as applicable,
determine that the circumstances giving rise to such suspension no longer exist,
whereupon the

                                     J-35-

<PAGE>

Administrative Agent or, as the case may be, the Administrative Agent upon the
instruction of the Required Banks, shall so notify the Borrowers and the Banks.

      2.10.2. Illegality. Notwithstanding any other provisions herein, if any
Change in Law shall make it unlawful for any Bank to make or maintain LIBOR
Loans, such Bank shall forthwith give notice of such circumstances to the
Borrowers and the other Banks and thereupon the commitment of such Bank to make
or continue LIBOR Loans or convert Base Rate Loans to LIBOR Loans shall
forthwith be suspended and such Bank's LIBOR Loans then outstanding as LIBOR
Loans, if any, shall be converted automatically to Base Rate Loans on the last
day of each Interest Period applicable to such LIBOR Loans or within such
earlier period as may be required by law. The Borrowers hereby agree promptly to
pay the Administrative Agent for the account of such Bank, upon demand by such
Bank, any additional amounts as such Bank may in good faith determine to be
necessary to compensate such Bank for any costs incurred by such Bank in making
any conversion in accordance with this Section 2.10.2, including any interest or
fees payable by such Bank to lenders of funds obtained by it in order to make or
maintain its LIBOR Loans hereunder.

      2.10.3. Additional Costs, etc. After the Closing Date, if any Change in
Law shall:

            (a) subject any Bank or the Administrative Agent to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Agreement, the other Loan Documents, such Bank's Commitment or Loans
(other than Covered Taxes and Income Taxes); or

            (b) materially change the basis of taxation (except for changes in
Income Taxes of such Bank or the Administrative Agent) of payments to any Bank
of the principal of or the interest on any Loans or any other amounts payable to
any Bank or the Administrative Agent under this Agreement or any of the other
Loan Documents; or

            (c) without duplication of any amount required to be paid pursuant
to Section 2.11, impose or increase or render applicable (other than to the
extent specifically provided for elsewhere in this Agreement) any special
deposit, reserve, assessment, liquidity or other similar requirements (whether
or not having the force of law) against assets held by, or deposits in or for
the account of, or loans by, or letters of credit issued by, or commitments of
an office of any Bank; or

            (d) impose on any Bank or the Administrative Agent any other
conditions or requirements with respect to this Agreement, the other Loan
Documents, the Loans, such Bank's Commitment, or any class of Loans or
commitments of which any of the Loans or such Bank's Commitment forms a part;

and the result of any of the foregoing is:

                                     J-36-
<PAGE>

                  (i)   in the good faith determination of an Affected Bank, to
      materially increase the cost to such Bank of making, funding, issuing,
      renewing, extending or maintaining any of the LIBOR Loans or such Bank's
      Commitment; or

                  (ii)  to reduce the amount of principal, interest, or other
      amount payable to such Bank or the Administrative Agent hereunder on
      account of such Bank's Commitment or any of the LIBOR Loans; or

                  (iii) to require such Bank or the Administrative Agent to make
      any payment or to forego any interest or other sum payable hereunder in
      relation to LIBOR Loans, the amount of which payment or foregone interest
      or other sum is calculated by reference to the gross amount of any sum
      receivable or deemed received by such Bank or the Administrative Agent
      from the Borrowers hereunder,

then, in each such case and to the extent that the amount of such additional
cost, reduction, payment, foregone interest or other sum is not reflected in the
Adjusted LIBOR Rate, the Borrowers will, upon demand made by such Bank (with a
copy to the Administrative Agent) or (as the case may be) the Administrative
Agent at any time and from time to time and as often as the occasion therefor
may arise, pay to such Bank or the Administrative Agent such additional amounts
as will be sufficient to compensate such Bank or the Administrative Agent for
such additional cost, reduction, payment or foregone interest or other sum
(without duplication for recovery of such amounts under any other provision
hereof), provided, however, that the Borrowers shall not be liable to any Bank
or the Administrative Agent for costs incurred more than 90 days prior to the
receipt by the Borrowers of such demand for payment from such Bank or (as the
case may be) the Administrative Agent unless such costs were incurred prior to
such 90-day period as a result of such Change in Law being retroactive to a date
which occurred prior to such 90-day period, and provided further that the
Borrowers are treated no differently than such Bank's other similarly-situated
customers.

      2.10.4. Claims by Affected Banks; Borrowers' Right to Replace Banks.
Before giving any notice to the Borrowers and the other Banks of a claim
(whether for compensation or to be excused from an otherwise applicable
obligation) under Section 2.10.2, 2.10.3, 2.11 or 2.13, the Affected Bank shall
use commercially reasonable efforts to designate a different lending office with
respect to its LIBOR Loans or other Loans if such designation would avoid the
need for giving such notice and would not, in the judgment of such Affected
Bank, be illegal or otherwise disadvantageous to the Affected Bank. Any claim
under any of Sections 2.10.2, 2.10.3, 2.11 or 2.13 shall be delivered to the
Borrowers promptly after the Affected Bank has determined that it is entitled to
such claim. Upon the Borrowers' receipt of any such claim, the Borrowers may:
(i) request one or more of the other Banks to acquire and assume all or part of
such Affected Bank's Loans and Commitment; or (ii) designate a replacement bank
or financial institution satisfactory to the Administrative Agent in its
reasonable discretion. If one or more of the other Banks in its sole discretion
agrees to acquire all or part of such Affected Bank's

                                     J-37-
<PAGE>

Loans and Commitment or if such a satisfactory replacement bank or financial
institution is designated, the Affected Bank shall promptly assign all or such
part of its Loans and Commitment in accordance with Section 9.10(ii), and in
connection with such assignment, the Affected Bank shall have received the
aggregate principal amount of, and any interest accrued and unpaid to the
effective date of the assignment on, the outstanding Loans, if any, of such
Affected Bank plus any accrued but unpaid Commitment Fees and Utilization Fees
and other amounts, if any, owing to such Affected Bank as of the effective date
of such assignment.

      2.11. Capital Requirements. If after the date hereof the Administrative
Agent or any Bank in good faith determines that (i) any Change in Law or any new
or changed guideline regarding capital requirements for banks or bank holding
companies, or any change in the interpretation or application thereof by any
governmental authority charged with the administration thereof, or (ii)
compliance by the Administrative Agent or any Bank or its parent bank holding
company with any guideline, request or directive adopted after the date hereof
of any such authority regarding capital adequacy (whether or not having the
force of law), has the effect of reducing the return on the Administrative
Agent's or such Bank's or such holding company's capital as a consequence of the
Administrative Agent's or such Bank's commitment to make Loans hereunder and
other commitments of the type hereunder to a level below that which the
Administrative Agent or such Bank or such holding company could have achieved
but for such adoption, change or compliance (taking into consideration the
Administrative Agent's or such Bank's or such holding company's then existing
policies with respect to capital adequacy and assuming the full utilization of
such entity's capital) by any amount deemed by the Administrative Agent or such
Bank to be material, then the Administrative Agent shall promptly notify the
Borrower thereof. The Borrowers agree to pay to the Administrative Agent or such
Bank the amount of such reduction of capital as and when such reduction is in
good faith determined, upon presentation by the Administrative Agent or such
Bank of a written statement in the amount and setting forth in reasonable detail
the Administrative Agent's or such Bank's calculation thereof, which statement
shall be deemed true and correct absent manifest error. In determining such
amount, the Administrative Agent or such Bank may use any reasonable averaging
and attribution methods. Notwithstanding the foregoing, the Borrowers shall not
be liable to any Bank or the Administrative Agent for such reductions with
respect to events that occurred more than 90 days prior to the receipt by the
Borrowers of such demand for payment from such Bank or (as the case may be) the
Administrative Agent unless such reductions were with respect to events that
occurred prior to such 90-day period.

      2.12. Payments and Prepayments of the Loans.

            (a)   The Borrowers hereby absolutely and unconditionally jointly
and severally promise to pay the entire principal amount of the Revolving Credit
Loans, and the entire principal amount of the Revolving Credit Loans shall be
absolutely due and payable by each Borrower to the Banks, on the Revolving
Credit Maturity Date. The Borrowers hereby absolutely and unconditionally
jointly and severally promise to pay the entire principal amount of Term Loan A,
and the entire principal amount of Term Loan A

                                     J-38-
<PAGE>

shall be absolutely due and payable by each Borrower to the Banks, on the Term
Loan A Maturity Date. All of the other Indebtedness relating to the Revolving
Credit Commitments evidenced by the Loan Documents shall, if not sooner paid,
also be absolutely due and payable by the Borrowers to the Banks on the
Revolving Credit Maturity Date and all of the other Indebtedness relating to
Term Loan A or otherwise evidenced by the Loan Documents shall, if not sooner
paid, also be absolutely due and payable by the Borrowers to the Banks on the
Term Loan Maturity Date.

            (b)   (x) Revolving Credit Loans that are Base Rate Loans may be
voluntarily prepaid at any time, without premium or penalty, upon not less than
one Business Day's prior written notice to the Administrative Agent and each
Bank. Swingline Loans may be prepaid at any time with same day written notice to
the Swingline Lender, provided such notice is received by 3:00 p.m. Subject to
the provisions of Section 2.15, Revolving Credit Loans that are LIBOR Loans may
be voluntarily prepaid at any time, without premium or penalty, upon not less
than two Business Days' prior written notice to the Administrative Agent and
each Bank having a Revolving Credit Commitment. Any interest accrued on the
amounts so prepaid to the date of such payment must be paid at the time of any
such payment. No voluntary prepayment of the Revolving Credit Loans or Swingline
Loans prior to the Revolving Credit Maturity Date shall affect the Total
Revolving Credit Commitment or impair the Borrowers' right to borrow as set
forth in Section 2.l. Partial prepayments of the Revolving Credit Loans shall be
in an amount equal to $2,500,000 or additional increments of $1,000,000. In the
case of any partial payment of the Revolving Credit Loans, the total amount of
such partial payment shall be allocable among the Revolving Credit Loans subject
to adjustment as provided in Section 8.5, pro rata in accordance with the
Commitment Percentage of each Bank having a Revolving Credit Commitment.

            (y)   Any portions of Term Loan A that are Base Rate Loans may be
voluntarily prepaid at any time, in whole or in part, without premium or
penalty, upon not less than one Business Day's prior written notice to the
Administrative Agent and each Bank having a Term Loan A Commitment. Subject to
the provisions of Section 2.15, any portions of Term Loan A that are LIBOR Loans
may be voluntarily prepaid at any time, in whole or in part, without premium or
penalty, upon not less than two Business Days' prior written notice to the
Administrative Agent and each Bank having a Term Loan A Commitment. Any interest
accrued on the amounts so prepaid to the date of such payment must be paid at
the time of any such payment. Partial prepayments of Term Loan A shall be in an
amount equal to $10,000,000 or additional increments of $5,000,000. In the case
of any partial payment of Term Loan A, the total amount of such partial payment
shall be allocable to the Banks having a Term Loan A Commitment pro rata in
accordance with each such Bank's Commitment Percentage relating to Term Loan A,
subject to adjustment as provided in Section 8.5. No portion of Term Loan A that
is prepaid may be reborrowed.

            (c)   The Borrowers shall be required to make mandatory prepayments
of the Loans as set forth below (each a "Mandatory Prepayment"), such payments
being due

                                     J-39-
<PAGE>

and payable on the day on which any Net Proceeds are received by the Borrowers
or any other member of the Borrower Affiliated Group:

            (i)   an amount equal to 100% of the Net Proceeds received by the
                  Borrowers or any other member of the Borrower Affiliated Group
                  from the sale or other disposition of any of its assets, other
                  than Equity Securities (in one or more transactions), except
                  for (x) sales of inventory wholly in the ordinary course of
                  business, (y) any one or more sales of assets not in the
                  ordinary course of business having an aggregate fair market
                  value of less than or equal to $35,000,000 in any fiscal year
                  and (z) sales of obsolete equipment or other assets no longer
                  used or useful in the business of the Borrower Affiliated
                  Group; and

            (ii)  an amount equal to 100% of the Net Proceeds received from the
                  sale of any Equity Securities (including the Equity Securities
                  of the Affiliated Subsidiaries) by the Borrowers or any other
                  member of the Borrower Affiliated Group, provided that in the
                  case of any sale of the Equity Securities of GameStop Corp.,
                  in addition to the payment of such Net Proceeds, the Total
                  Revolving Credit Commitment shall be automatically and
                  permanently reduced by an amount equal to the following: (x)
                  if the Fair Market Value of the Equity Securities of GameStop
                  Corp. retained by B&N (after giving effect to such sale)
                  equals or exceeds $250,000,000, then by the lesser of (A) the
                  Fair Market Value of the Equity Securities sold and (B)
                  $200,000,000, or (y) if the Fair Market Value of the Equity
                  Securities so retained (after giving effect to such sale) is
                  less than $250,000,000, then by $200,000,000. In no event
                  shall the Total Revolving Credit Commitment be required to be
                  reduced to an amount less than $400,000,000 as a result of a
                  sale of the Equity Securities of GameStop Corp., and provided,
                  further, that notwithstanding anything to the contrary
                  contained herein, no reduction of the Total Revolving Credit
                  Commitment shall be required if (1) B&N's long-term debt
                  ratings are Baa3 and BBB- or higher or (2) B&N or any other
                  member of the Borrower Affiliated Group receives Equity
                  Securities in exchange for the Equity Securities of GameStop
                  Corp. (so long as such Equity Securities are pledged to the
                  Administrative Agent as collateral for the Obligations).

                  The issuance of Equity Securities as a result of the exercise
                  by employees, officers and directors of stock options or
                  similar rights shall not be deemed a sale of Equity Securities
                  for purposes of this Section 2.12(c).

                                     J-40-
<PAGE>

            Mandatory Prepayments shall be applied ratably (based on outstanding
principal balances at the time of prepayment) to the outstanding Revolving
Credit Loans and Swingline Loans, on the one hand, and the outstanding Term Loan
A, on the other hand, provided that solely in the case of the sale of the Equity
Securities of GameStop Corp., the Mandatory Prepayment of Net Proceeds that is
required with respect to such sale (and any potential reduction of the Total
Revolving Credit Commitment) pursuant to clause (c)(ii) above shall be applied
only to the Revolving Credit Loans and Swingline Loans and shall not be applied
to Term Loan A or to the reduction of the Term Loan A Commitments. Mandatory
Prepayments applied to the Revolving Credit Loans and Swingline Loans shall be
allocable first to the Swingline Lender to reduce any outstanding Swingline
Loans and then shall be allocable to each Bank having a Revolving Credit
Commitment in accordance with each such Bank's Commitment Percentage applicable
to Revolving Credit Loans. Mandatory Prepayments applied to Term Loan A shall be
allocable to each Bank having a Term Loan A Commitment in accordance with each
such Bank's Commitment Percentage applicable to Term Loan A. Mandatory
Prepayments of LIBOR Loans shall be made subject to the provisions of Section
2.15.

      2.13. Method of Payment; Withholding Tax Exemption.

            (a)   All payments and prepayments of principal and all payments of
interest and other amounts due in respect of Loans shall be made by the
Borrowers to the Administrative Agent, for the respective accounts of the Banks
or (as the case may be) the Administrative Agent, at 100 Federal Street, Boston,
Massachusetts 02110, in immediately available funds, free and clear of, and
without any deduction or withholding for, any taxes (other than Income Taxes)
(all such taxes (other than Income Taxes) imposed by withholding or deduction,
"Covered Taxes") or other payments unless required by law, and without set-off,
recoupment or counterclaim. All payments and collections received after 3:00
p.m. will be deemed applied to the outstanding Loans one day after the
Administrative Agent's receipt of such payments in immediately available funds.
If Covered Taxes are required to be withheld or deducted by law, the Borrowers
shall pay additional amounts so that after the required withholding or deduction
the Banks and the Administrative Agent receive the amount they would have
received had no such deduction or withholding been required; provided, however,
that the Borrowers shall not be required to pay any additional amounts with
respect to (i) Income Taxes, or (ii) amounts owing to a Bank that (x) is not
incorporated under the laws of the United Sates of America or a state thereof,
and (y) has not delivered to the Administrative Agent the forms required by
Section 2.13(b) below (other than pursuant to the proviso at the end of such
Section 2.13(b)).

            (b)   At least five Business Days prior to the first date on which
interest or fees are payable hereunder for the account of any Bank, each Bank
that is not incorporated under the laws of the United States of America or a
state thereof (herein, a "Foreign Bank") agrees that it will deliver to each of
B&N and the Administrative Agent (or, in the case of a Participant or an
Assignee, to the Bank from which the Commitment was transferred) two duly
completed and executed copies of either U.S. Internal Revenue

                                     J-41-
<PAGE>

Service Form W-8BEN (relating to an exemption under an applicable treaty) or
Form W-8ECI (or any subsequent versions thereof or successors thereof),
certifying in either case that such Foreign Bank is entitled to receive payments
under this Agreement and the other Loan Documents without deduction or
withholding of any United States federal income taxes. Each Foreign Bank which
so delivers a Form W-8BEN (relating to an exemption under an applicable treaty)
or Form W-8ECI further undertakes to deliver to each of the Borrowers and the
Administrative Agent two additional copies of such form (or a successor form) on
or before the date that such form expires or becomes obsolete or after the
occurrence of any event requiring a change in the most recent form so delivered
by it, and such amendments thereto or extensions or renewals thereof as may be
reasonably requested by the Borrowers or the Administrative Agent, in each case
certifying that such Foreign Bank is entitled to receive payments under this
Agreement and the Notes (if any) without deduction or withholding of any United
States federal income taxes; provided, however, that such requirement will not
apply to a Foreign Bank if any Change in Law has occurred prior to the date on
which any such delivery would otherwise be required which renders all such forms
inapplicable or which would prevent such Foreign Bank from duly completing and
delivering any such form with respect to it and such Foreign Bank advises the
Borrowers and the Administrative Agent in writing that it is no longer capable
of receiving payments without any deduction or withholding of United States
federal income taxes.

            (c)   If there is any Change in Law after the Closing Date, and the
result thereof is that any Bank or the Administrative Agent becomes subject to
Covered Taxes, the Borrowers shall pay additional amounts so that after the
required withholding or deduction the Banks and the Administrative Agent receive
the amount they would have received had no such deduction or withholding been
required, provided, however, that the relevant Bank shall timely file the
appropriate forms to reduce the amount of required withholding or deduction to
the lowest applicable rate to which such Bank is entitled.

            (d)   For any period with respect to which a Bank has failed to
provide the Borrowers with the appropriate form described in (i) Section 2.13(b)
above (other than pursuant to the proviso thereto) or (ii) the proviso to
Section 2.13(c) above, such Bank shall not be entitled to any additional
payments under Section 2.10 or this Section 2.13 with respect to Covered Taxes
imposed by reason of such failure; provided, however, that in the event of a
failure described in the proviso to Section 2.13(c), such Bank shall be entitled
to such an additional payment to the extent of the amount of Covered Taxes to
which such Bank would be subject even if it delivered the appropriate form
required by the proviso to Section 2.13(c); and provided, further, however, that
should a Bank become subject to Covered Taxes because of its failure to deliver
a form required hereunder, the Borrowers shall take such steps as the Bank
reasonably shall request to assist the Bank to recover such Covered Taxes.

            (e)   If a Bank or the Administrative Agent receives a refund or
credit in respect of any Covered Taxes as to which it has been indemnified by
the Borrowers or with respect to which the Borrowers have paid additional
amounts pursuant to this Section 2.13, it shall, reasonably promptly after the
date of such receipt, pay over the

                                     J-42-
<PAGE>

amount of such refund or credit to the Borrowers, net of all reasonable
out-of-pocket expenses of such Bank or the Administrative Agent in obtaining
such refund (it being agreed that if such expenses are expected by such Bank or
the Administrative Agent to be material, such Bank or the Administrative Agent
will attempt in good faith to consult with the Borrower prior to incurring such
expenses) and without interest (other than interest paid by the relevant
taxation authority with respect to such refund); provided that the Borrowers,
upon the written request of such Bank or the Administrative Agent, agrees to
repay the amount paid over to the Borrowers (plus penalties, interest or other
reasonable charges) to such Bank or the Administrative Agent in the event such
Bank or the Administrative Agent is required to repay such refund or credit to
such taxation authority.

            (f)   If the Borrowers are required to pay additional amounts to any
Bank or the Administrative Agent pursuant to this Section 2.13, then such Bank
shall use commercially reasonable efforts to designate a different lending
office with respect to its LIBOR Loans if such designation would avoid such
additional payment and would not, in the good faith judgment of such Bank, be
illegal or otherwise disadvantageous to the Bank.

            (g)   The Borrowers authorize the Administrative Agent to charge to
any deposit account which a Borrower may maintain with the Administrative Agent,
at maturity or otherwise when due, the principal, interest, fees, charges, and
expenses provided for in this Agreement or any other document executed and
delivered in connection herewith, or to advance to the Borrowers and to charge
to it as a Revolving Credit Loan a sum sufficient to pay such principal,
interest, fees, charges, expenses or additional amounts, with advice thereafter
sent to a Financial Officer of B&N in accordance with the Administrative Agent's
customary practice.

      2.14. Default Rate Interest, etc.

            (a)   Upon the occurrence and during the continuance of an Event of
Default, at the request of the Administrative Agent or the Required Banks, all
amounts outstanding hereunder or under any other Loan Document (including,
without limitation, all principal, interest and fees outstanding) shall bear
interest from and including the due date thereof until paid, compounded daily
and payable on demand, at a rate per annum equal to (i) if such due date occurs
prior to the end of an Interest Period, 2.0% above the interest rate applicable
to such Loan for such Interest Period until the expiration of such Interest
Period, and thereafter, 2.0% above the rate then applicable to Base Rate Loans;
and (ii) in all other cases, 2.0% above the rate then applicable to Base Rate
Loans.

            (b)   Upon the occurrence and during the continuance of an Event of
Default, at the request of the Administrative Agent or the Required Banks, the
Letter of Credit fees payable under Section 2.18 shall be increased to a rate
per annum equal to 2.0% above the rate applicable thereto prior to the
occurrence thereof.

                                     J-43-
<PAGE>

      2.15. Payments Not at End of Interest Period. If the Borrowers for any
reason makes any payment of principal with respect to any LIBOR Loan on any day
other than the last day of an Interest Period applicable to such LIBOR Loan, or
fails to borrow or continue or convert to a LIBOR Loan after giving a Notice of
Borrowing or Conversion pursuant to Section 2.4, the Borrowers shall pay to the
Administrative Agent for the respective accounts of the Banks an amount computed
pursuant to the following formula:

                               L = (R - T) x P x D
                                   ---------------
                                         360

      L =   amount payable to the Administrative Agent for the accounts of the
            Banks

      R =   interest rate on such Loan

      T =   yield to maturity of any readily marketable bond or other
            obligation of the United States, selected at the Administrative
            Agent's sole discretion, maturing on or near the last day of the
            then applicable Interest Period of such Loan and in approximately
            the same amount as such Loan

      P =   the amount of principal prepaid or the amount of the requested Loan

      D =   the number of days remaining in the Interest Period as of the date
            of such payment or the number of days of the requested Interest
            Period

The Borrowers shall pay such amount upon presentation by the Administrative
Agent of a statement setting forth the amount and the Administrative Agent's
calculation thereof (in reasonable detail) pursuant hereto, which statement
shall be deemed prima facia evidence of the amount owed.

      2.16. Computation of Interest and Fees; Maximum Interest. Interest and all
fees payable hereunder on account of Base Rate Loans and Swingline Loans
(including the fees payable pursuant to Section 2.5.3) shall be computed daily
on the basis of a year of 365/366 days and paid for the actual number of days
for which due. Interest and all fees payable hereunder on account of LIBOR Rate
Loans and the fees payable pursuant to Section 2.5.2 shall be computed daily on
the basis of 360 days and paid for the actual number of days for which due. If
the due date for any payment of principal is extended by operation of law,
interest shall be payable for such extended time. If any payment required by
this Agreement becomes due on a day that is not a Business Day such payment may
be made on the next succeeding Business Day (subject to clause (i) of the
definition of Interest Period), and such extension shall be included in
computing interest in connection with such payment. Notwithstanding any other
term of this Agreement, the other Loan Documents or any other document referred
to herein or therein, the maximum amount of interest which may be charged to or
collected from any person liable hereunder or under other Loan Documents by any
Bank shall be absolutely limited to, and shall in no event exceed, the maximum
amount of interest which could lawfully be charged or collected under applicable
law (including, to the extent applicable, the provisions of Section 5197 of the
Revised Statutes of the United States of America, as amended, 12 U.S.C. Section
85, as amended), so that the maximum of all amounts constituting interest under
applicable law, howsoever computed, shall never exceed as to any Person liable
therefor such lawful maximum, and any term of this Agreement, the

                                     J-44-
<PAGE>

Letter of Credit applications, the other Loan Documents or any other document
referred to herein or therein which could be construed as providing for interest
in excess of such lawful maximum shall be and hereby is made expressly subject
to and modified by the provisions of this paragraph.

      2.17. Letters of Credit.

      (a)   Upon the terms and subject to the conditions of this Agreement, and
in reliance upon the representations, warranties and covenants of the Borrowers
made herein, each Issuing Bank agrees to issue, under the joint responsibilities
of the Banks having a Revolving Credit Commitment, to the extent permitted by
law and subject to the Uniform Custom Practices of the International Chamber of
Commerce governing Letters of Credit (Publication No. 500 or any successor
thereto), one or more Letters of Credit on the application of and for the
account of the Borrowers, during the period from the Closing Date to 30 days
prior to the Revolving Credit Maturity Date; provided that the Stated Amount of
Letters of Credit outstanding at any time, plus the aggregate amount of all
unreimbursed draws under such outstanding Letters of Credit, shall not at any
time exceed the L/C Availability in effect at such time; and provided, further
that at the time the Borrowers request the issuance of a Letter of Credit and
after giving effect to the issuance thereof, there has not occurred and is not
continuing a Default or an Event of Default. It is understood and agreed by the
parties hereto that amounts drawn under such Letters of Credit shall become
immediately due and payable by the Borrowers to the Issuing Bank, for the
ratable accounts of the Administrative Agent and the Banks having a Revolving
Credit Commitment, and shall bear interest at the rate then applicable to
Revolving Credit Loans that are Base Rate Loans, and, if not paid forthwith,
shall, (i) if there is Availability, be added to the Loan Account as Revolving
Credit Loans and shall be immediately due and payable upon the Revolving Credit
Maturity Date (or, if earlier, upon acceleration of the Loans), and (ii) if
there is insufficient Availability, be immediately due and payable, bearing
interest until paid at the rate set forth in Section 2.14.

      (b)   To minimize the risk of issuance of any Letter of Credit that would
exceed the then-current L/C Availability, each Issuing Bank that is not the
Administrative Agent shall, prior to becoming an Issuing Bank, agree with the
Administrative Agent and the Borrowers as to reporting and other procedures to
be followed by such Issuing Bank prior to and following the issuance of each
Letter of Credit, so as to minimize the risk of issuance of any Letter of Credit
that might exceed the then-current L/C Availability and to permit the
Administrative Agent to accurately bill the Borrowers and account to the Banks
for Letter of Credit fees payable for the account of the Banks. Notwithstanding
the foregoing, the Borrowers acknowledge that it is the unconditional obligation
of the Borrowers to ensure that at no time shall any Letter of Credit be drawn
or outstanding that exceeds the then-current L/C Availability.

      (c)   Upon the issuance of each Letter of Credit by the Issuing Bank, each
Bank having a Revolving Credit Commitment shall be deemed to automatically have
purchased a participation in such Letter of Credit in accordance with its
Commitment Percentage,

                                     J-45-
<PAGE>

and each such Bank severally agrees that it shall be absolutely liable, without
regard to the occurrence of any Default or Event of Default or any other
condition precedent whatsoever, to the extent of such Bank's Commitment
Percentage thereof, to reimburse the Issuing Bank on demand for the amount of
each draft paid by such Issuing Bank under each Letter of Credit to the extent
that such amount is not reimbursed by the Borrowers pursuant hereto. In
addition, all Letters of Credit shall, unless the Administrative Agent and the
Banks having a Revolving Credit Commitment otherwise agree in writing, have a
stated expiration date not to exceed one year and shall, in any event, expire
not later than five (5) days prior to the Revolving Credit Maturity Date.

      (d)   To evidence such Letters of Credit, the Borrowers shall enter into,
with the Issuing Bank, the Administrative Agent and the Banks having a Revolving
Credit Commitment, such agreements and execute such customary instruments and
documents as the Issuing Bank, the Administrative Agent and the Banks having a
Revolving Credit Commitment reasonably require, including, but not limited to, a
letter of credit application and agreement.

      2.18. Letter of Credit Fees. A per annum Letter of Credit fee shall be
payable to the Administrative Agent, for the ratable accounts of the Banks
having a Revolving Credit Commitment, (a) on each standby Letter of Credit at a
rate per annum equal to the Applicable LIBOR Margin applicable to Revolving
Credit Loans then in effect multiplied by the face amount of such Letter of
Credit, and (b) on each documentary Letter of Credit at a rate per annum equal
to one-half of the Applicable LIBOR Margin applicable to Revolving Credit Loans
then in effect multiplied by the face amount of such Letter of Credit. Such
Letter of Credit fees for each Letter of Credit shall be payable quarterly in
arrears on the last Business Day of each fiscal quarter. In addition, the
Borrowers shall pay to the Issuing Bank, solely for the account of the Issuing
Bank, such documentary issuing, processing, amendment, negotiation fees for
document examination, and other administrative fees as are customarily charged
by the Issuing Bank on Letters of Credit (including, without limitation, a
fronting fee of not more than 0.125% multiplied by the face amount of the Letter
of Credit payable on the issuance thereof), which fees and charges shall be
payable when required by such Issuing Bank.

      2.19. [Reserved.]

      2.20. Interdependence of Borrower Affiliated Group. In order to induce
each of the Banks to enter into this Agreement and the other Loan Documents to
which it is a party, and grant the Loans hereunder and issue the Letters of
Credit, B&N and the other Borrowers, on behalf of themselves and each other
member of the Borrower Affiliated Group, jointly and severally represents and
warrants that:

            (a)   the business of each member of the Borrower Affiliated Group
shall benefit from the successful performance of the business of each other
member of the Borrower Affiliated Group, and the Borrower Affiliated Group as a
whole;

                                     J-46-
<PAGE>

            (b)   each member of the Borrower Affiliated Group has cooperated to
the extent necessary and shall continue to cooperate with each other member of
the Borrower Affiliated Group to the extent necessary in the development and
conduct of each other member of the Borrower Affiliated Group's business, and
shall to the extent necessary share and participate in the formulation of
methods of operation, distribution, leasing, inventory control, and other
similar business matters essential to each member of the Borrower Affiliated
Group's business;

            (c)   the failure of any member of the Borrower Affiliated Group to
cooperate with all other members of the Borrower Affiliated Group in the conduct
of their respective businesses shall have an adverse impact on the business of
each other member of the Borrower Affiliated Group, and the failure of any
member of the Borrower Affiliated Group to associate or cooperate with all other
members of the Borrower Affiliated Group is reasonably likely to impair the
goodwill of such other members of Borrower Affiliated Group and the Borrower
Affiliated Group as a whole; and

            (d)   each member of the Borrower Affiliated Group is accepting
joint and several liability for the Obligations on the terms and conditions set
forth in the Subsidiary Guaranty and represents and warrants that the financial
accommodations being provided hereby are for the mutual benefit, directly and
indirectly, of each member of the Borrower Affiliated Group.

      2.21. Interest Rate Protection Agreements. No repayment or prepayment
arising on account of any change in the Total Revolving Credit Commitment or
Term Loan A pursuant to Section 2.6, Section 2.7 or Section 2.12 shall affect
any of the obligations of any member of the Borrower Affiliated Group under any
Interest Rate Protection Agreement.

                                   SECTION III

                               CONDITIONS OF LOANS

      3.1.  Conditions Precedent to Term Loan A and this Agreement. The
obligation of the Banks having a Term Loan A Commitment to make the Term Loan A
on the Closing Date is subject to the fulfillment on the Closing Date of each of
the following conditions precedent:

      3.1.1. Loan Documents.

            (i)   Each of the Amendment Documents shall have been duly and
properly authorized, executed and delivered by the respective parties thereto
and shall be in full force and effect on and as of the Closing Date.

            (ii)  Executed original counterparts of each of the Amendment
Documents shall have been furnished to the Administrative Agent.

                                     J-47-
<PAGE>

      3.1.2. Legality of Transactions. No change in applicable law or regulation
shall have occurred as a consequence of which it shall have become and continue
to be unlawful for the Borrowers, any other member of the Borrower Affiliated
Group, the Administrative Agent or any of the Banks to perform any of their
agreements or obligations under any of the Loan Documents to which they are a
party on the Closing Date.

      3.1.3. Representations and Warranties. Each of the representations and
warranties made by or on behalf of the Borrowers and each other member of the
Borrower Affiliated Group to the Administrative Agent and the Banks in this
Agreement or the other Loan Documents (a) shall be true and correct when made,
(b) shall, for all purposes of this Agreement, be deemed to be repeated on and
as of the Closing Date, and (c) shall be true and correct on and as of such
date.

      3.1.4. Performance, Consents, No Defaults, Litigation, Etc. The Borrowers
and each other member of the Borrower Affiliated Group shall have duly and
properly performed, complied with and observed each of its covenants, agreements
and obligations contained in any of the Loan Documents to which it is a party or
by which it is bound which are required to be performed, complied with or
observed on the Closing Date. All necessary consents and/or waivers in
connection with the consummation of the transactions contemplated by the Loan
Documents shall have been obtained by the Borrowers and the other members of the
Borrower Affiliated Group and copies thereof shall have been delivered to the
Administrative Agent and the Banks. No event shall have occurred on or prior to
the Closing Date and be continuing on such Closing Date, and no condition shall
exist on such Closing Date, which constitutes a Default or an Event of Default.
No litigation or other proceeding, and no tax matter, ERISA matter or
Environmental Claim shall be continuing, or pending or threatened in writing,
which individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.

      3.1.5. Bringdown Certificate Regarding Charter Documents. The
Administrative Agent shall have received from each of the Borrowers and the
other members of the Borrower Affiliated Group a certificate executed by a duly
authorized officer of each of the Borrowers and such other members of the
Borrower Affiliated Group certifying that since the closing of the Existing
Credit Agreement (or such later applicable date), there have been no changes to
(i) its charter or other formation documents, as in effect on the date of
delivery to the Administrative Agent, and (ii) where applicable, its by-laws or
limited liability company agreement as in effect on such date.

      3.1.6. Proof of Entity Action. The Administrative Agent shall have
received from each of the Borrowers and each other member of the Borrower
Affiliated Group a copy, certified by a duly authorized officer of each of the
Borrowers and such other member of the Borrower Affiliated Group to be true and
complete on the Closing Date, of records of all corporate and other entity
action taken by each of the Borrowers and such member of the Borrower Affiliated
Group to authorize, as applicable (i) its

                                     J-48-
<PAGE>

execution and delivery of the Amendment Documents to which it is or is to become
a party, (ii) its performance of all of its agreements and obligations under
each of such documents, and (iii) any borrowings and other transactions
contemplated by this Agreement (including, without limitation, the due
authorization of any Increase which may become effective pursuant to Section
2.7).

      3.1.7. Incumbency Certificate. The Administrative Agent shall have
received from each of the Borrowers and each other member of the Borrower
Affiliated Group an incumbency certificate, dated the Closing Date and signed by
the appropriate duly authorized officers of each of the Borrowers and such other
member of the Borrower Affiliated Group, and giving the name and bearing a
specimen signature of each individual who shall be authorized, as applicable:
(i) to sign, in the name and on behalf of each of the Borrowers and such other
member of the Borrower Affiliated Group, each of the Loan Documents to which it
is or is to become a party; (ii) to make application for the Loans or conversion
thereof; and (iii) to give notices or to take other action on its behalf under
the Loan Documents.

      3.1.8. Proceedings and Documents, Etc. All corporate, company,
governmental and other proceedings in connection with the transactions
contemplated by the Loan Documents and all instruments and documents incidental
thereto, shall be in form and substance reasonably satisfactory to the
Administrative Agent, and the Administrative Agent shall have received all such
counterpart originals or certified or other copies of all such instruments and
documents as the Administrative Agent shall have reasonably requested. The
Administrative Agent shall have received, in form and substance reasonably
satisfactory to the Administrative Agent, all reports, audits or certifications
reasonably requested by it.

      3.1.9. Good Standing; Reports, Etc. The Administrative Agent shall have
received a long-form certificate of the Secretary of State of the respective
jurisdictions of formation of each of the Borrowers and each other member of the
Borrower Affiliated Group as to each of the Borrower's and such other member of
the Borrower Affiliated Group's legal existence and good standing in such state
and listing all documents on file in the office of said Secretary of State. The
Administrative Agent shall also have received copies of certificates of
qualification to do business from any jurisdictions in which any of the
Borrowers or any other member of the Borrower Affiliated Group is required to be
qualified, except in such jurisdictions where the failure to be so qualified
could not reasonably be expected to have a Material Adverse Effect.

      3.1.10. Fees. The Borrowers shall have complied with its obligations under
Section 2.5 to pay the fees described in the Fee Letter dated as of July 1,
2004, and the Borrowers shall have paid all reasonable legal fees and expenses
and other reasonable fees and expenses incurred by the Administrative Agent in
connection with the consummation of the transactions contemplated by this
Agreement.

      3.1.11. Legal Opinion. The Administrative Agent shall have received a
written legal opinion, addressed to the Administrative Agent and the Banks,
dated the Closing

                                     J-49-
<PAGE>

Date, from Bryan Cave LLP, counsel to the Borrower Affiliated Group, in form and
substance reasonably satisfactory to the Administrative Agent.

      3.1.12. Financial Condition. The Administrative Agent and the Banks shall
be satisfied that there has been no material adverse change in the business,
operations, results of operations, assets, liabilities or condition (financial
or otherwise) of the Borrower Affiliated Group taken as a whole since January
31, 2004.

      3.1.13. Security Documents; U.C.C. Search Reports; Insurance; Patents,
Trademarks and Copyrights. The Security Documents and the appropriate financing
statements (in the name of the Borrower and each other member of the Borrower
Affiliated Group) and other documents in respect thereto and necessary to enable
the Administrative Agent to perfect a legal, valid and enforceable
first-priority security interest thereunder for the benefit of the Banks, shall
have been duly executed by each of the Borrower and such other members of the
Borrower Affiliated Group, and filed or recorded, as applicable, in all
appropriate filing offices or other locations necessary for the perfection of
such first-priority interests, and all other actions necessary for the
perfection of such interests shall have been completed. The Administrative Agent
shall have received reports concerning the results of searches of the Patent and
Trademark Office and Uniform Commercial Code filing offices for any Borrower or
other member of the Borrower Affiliated Group that was not a member of the
Borrower Affiliated Group under the Existing Credit Agreement made no more than
30 days prior to the Closing Date. The Administrative Agent shall have received
the original stock certificates (or other evidence of the applicable Equity
Securities, if any), together with stock powers (or the equivalent thereof)
endorsed in blank, for all of the issued and outstanding capital stock
certificates (or other evidence of the applicable Equity Securities, if any) of
(x) each member of the Borrower Affiliated Group except the Borrower and (y) the
Affiliated Subsidiaries, to the extent such stock certificates (or other Equity
Securities, if any) is owned by the Borrower.

      3.1.14. Solvency. The Administrative Agent and the Banks shall have
received reasonably satisfactory evidence that the Borrowers and each other
member of the Borrower Affiliated Group is solvent, and will be solvent after
giving effect to the Loans to be made hereunder on the Closing Date.

      3.2.  Conditions Precedent to all Loans and Letters of Credit. The
obligation of the Swingline Lender to make each Swingline Loan and of each Bank
to make each Loan and issue each Letter of Credit, including the Term Loan A, or
continue or convert Loans to Loans of the other type, is further subject to the
following conditions:

            (a)   timely receipt by the Administrative Agent and the Banks of
the Notice of Borrowing or Conversion as provided in Section 2.4(a);

            (b)   the representations and warranties contained in Section IV
shall be true and accurate in all material respects on and as of the date of
such Notice of Borrowing or Conversion and on the effective date of the making,
continuation or

                                     J-50-
<PAGE>

conversion of each Loan or issuance of such Letter of Credit as though made at
and as of each such date (except to the extent that such representations and
warranties expressly relate to an earlier date), and no Default or Event of
Default shall have occurred and be continuing, or would result from such Loan or
Letter of Credit;

            (c)   the resolutions referred to in Section 3.1.6 shall remain in
full force and effect; and

            (d)   no change shall have occurred in any law or regulation or
interpretation thereof that, in the opinion of counsel for the Administrative
Agent or any Bank, would make it illegal or against the policy of any
governmental agency or authority for such Bank to make Loans or issue Letters of
Credit hereunder.

      The making of each Loan shall be deemed to be a representation and
warranty by the Borrowers on the date of the making, continuation or conversion
of such Loan as to the accuracy of the facts referred to in subsection (b) of
this Section 3.2.

                                   SECTION IV

                         REPRESENTATIONS AND WARRANTIES

      In order to induce the Administrative Agent and the Banks to enter into
this Agreement and to make Loans and issue Letters of Credit hereunder, each
Borrower jointly and severally and on behalf of itself and each other member of
the Borrower Affiliated Group, represents and warrants to the Administrative
Agent and each Bank that:

      4.1.  Organization and Qualification. Each Borrower and each other member
of the Borrower Affiliated Group (a) is an entity duly incorporated, organized
or formed, validly existing and in good standing under the laws of the
jurisdiction of its incorporation or other formation as indicated on Exhibit D
hereto, (b) has all requisite corporate, partnership, limited liability company
or other power to own its property and conduct its business as now conducted and
as presently contemplated, and (c) is duly qualified and in good standing as a
foreign corporation, foreign limited liability company, foreign limited
partnership or other entity and is duly authorized to do business in each
jurisdiction where the nature of its properties or business requires such
qualification, except where the failure to be so qualified could not reasonably
be expected to have a Material Adverse Effect.

      4.2.  Entity Authority. The execution, delivery and performance of each of
the Loan Documents to which each Borrower or any other member of the Borrower
Affiliated Group is a party and the transactions contemplated hereby and thereby
are within the corporate, limited liability company, partnership or other power
and authority of such Borrower or such member of the Borrower Affiliated Group
and have been authorized by all necessary corporate or other entity proceedings,
and do not and will not

                                     J-51-
<PAGE>

(a) require any consent or approval of any creditors, trustees for creditors,
shareholders, members or partners of such Borrower or such member of the
Borrower Affiliated Group (other than any such consent that has been obtained
prior to the Closing Date and delivered to the Administrative Agent), (b)
contravene any provision of the charter documents, by-laws or other
organizational documents of such Borrower or such member of the Borrower
Affiliated Group or any law, rule or regulation applicable to such Borrower or
such member of the Borrower Affiliated Group, (c) contravene any provision of,
or constitute an event of default or event that, but for the requirement that
time elapse or notice be given, or both, would constitute an event of default
under, any other agreement, instrument, order or undertaking binding on such
Borrower or such member of the Borrower Affiliated Group other than those that
could not reasonably be expected to have a Material Adverse Effect, or (d)
result in or require the imposition of any Encumbrance on any of the properties,
assets or rights of such Borrower or such member of the Borrower Affiliated
Group.

      4.3.  Valid Obligations. Each of the Loan Documents to which a Borrower or
any other member of the Borrower Affiliated Group is a party and all of their
respective terms and provisions are the legal, valid and binding obligations of
such Borrower or such member of the Borrower Affiliated Group enforceable in
accordance with their respective terms, except as limited by bankruptcy,
insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors' rights generally, and general principles of equity.

      4.4.  Consents or Approvals. The execution, delivery and performance of
each of the Loan Documents to which the Borrower or any other member of the
Borrower Affiliated Group is a party and the transactions contemplated herein
and therein do not require any approval or consent of, or filing or registration
with, any governmental or other agency or authority, or any other party, except
filings under the Uniform Commercial Code and with the Patent and Trademark
Office in connection with the Collateral.

      4.5.  Title to Properties; Absence of Encumbrances. Each of the Borrowers
and each other member of the Borrower Affiliated Group has good title to all of
the properties, assets and rights of every name and nature now purported to be
owned by it, including, without limitation, such properties, assets and rights
as are reflected in the most recent of the Initial Financial Statements (except
such properties, assets or rights as have been disposed of in the ordinary
course of business since the date thereof), free from all Encumbrances except
Permitted Encumbrances, and, except as so disclosed, free from all defects of
title that might have a Material Adverse Effect. All such properties and assets
and all properties which are leaseholds are free and clear of all material title
defects or objections, liens, claims, charges, security interests and other
Encumbrances of any nature whatsoever except Permitted Encumbrances, and are
not, in the case of real property, subject to any rights of way, building, use
or other restrictions, easements, exceptions, variances, reservations or
limitations of any nature whatsoever except, with respect to all such properties
and assets, (i) provisions of existing building and zoning laws, provided that
such provisions would not materially interfere with any Borrower's or

                                     J-52-
<PAGE>

any other member of the Borrower Affiliated Group's use of such properties, (ii)
liens for current taxes not yet due, (iii) as otherwise disclosed on Exhibit D
hereto, and (iv) other Permitted Encumbrances. The rights, properties and other
assets presently owned, leased or licensed by each of the Borrowers and each
other member of the Borrower Affiliated Group and described elsewhere in this
Agreement include all rights, properties and other assets necessary to permit
each such Borrower and such member of the Borrower Affiliated Group to conduct
its businesses in all material respects in the same manner as its businesses
have been conducted prior to the date hereof. At the time any Borrower or any
other member of the Borrower Affiliated Group pledges, sells, assigns or
transfers to the Administrative Agent any instrument, document of title,
security, chattel paper or other property (including Accounts and Intellectual
Property Rights) or any proceeds or products thereof, or any interest therein,
such Borrower or such member of the Borrower Affiliated Group shall be the
lawful owner thereof and shall have good right to pledge, sell, assign or
transfer the same; none of such properties shall have been pledged, sold,
assigned or transferred to any Person other than the Administrative Agent or in
any way encumbered; and such Borrower or such member of the Borrower Affiliated
Group shall defend the same against the claims and demands of all Persons.

      4.6.  Material Contracts. As of the date of this Agreement, except as set
forth on Exhibit D, neither any Borrower nor any other member of the Borrower
Affiliated Group is a party to any contract, agreement or license which is
material to the operations or business of such Borrower or any other member of
the Borrower Affiliated Group.

      4.7.  Financial Statements. B&N has furnished to the Administrative Agent
and the Banks the Consolidated balance sheet of B&N as of January 31, 2004 and
the related Consolidated statements of income, changes in stockholders' equity
and cash flow of B&N for the fiscal year ended January 31, 2004, and related
footnotes, audited and certified by BDO Seidman without qualification and
prepared in accordance with GAAP (the "Initial Financial Statements"). All the
Initial Financial Statements were prepared in accordance with GAAP and present
fairly the Consolidated financial position of B&N as of such dates and the
Consolidated results of the operations of B&N for such periods. There are no
liabilities, contingent or otherwise, not disclosed in any of the Initial
Financial Statements that involve a material amount.

      4.8.  Changes. Since February 2, 2002 or the date of the Initial Financial
Statements, no Material Adverse Effect has occurred.

      4.9.  Defaults. No Default or Event of Default has occurred and is
continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

      4.10. Taxes. Each of the Borrowers and each other member of the Borrower
Affiliated Group has filed all federal, state and other tax returns required to
be filed, and all taxes, assessments and other governmental charges due from the
Borrowers or such other member of the Borrower Affiliated Group have been fully
paid (other than any amount the validity of which is currently being contested
in good faith and with respect

                                     J-53-
<PAGE>

to which adequate reserves have been established therefor). Neither any Borrower
nor any other member of the Borrower Affiliated Group has executed any waiver of
limitations in respect of tax liabilities. Each member of the Borrower
Affiliated Group has established on its books reserves adequate for the payment
of all federal, state and other tax liabilities.

      4.11. Litigation. Except as set forth on Exhibit D hereto, there is no
litigation, arbitration, claim, proceeding or investigation pending or, to the
Borrowers' knowledge, threatened against any Borrower or any other member of the
Borrower Affiliated Group that, individually or in the aggregate, if adversely
determined could reasonably be expected to have a Material Adverse Effect. With
respect to the matter(s) set forth on Exhibit D hereto, since the date of this
Agreement, there has been no change in the status of such matter from what is
disclosed that could reasonably be expected to have a Material Adverse Effect.

      4.12. Subsidiaries. As of the date of this Agreement, no member of the
Borrower Affiliated Group has any Subsidiaries except as set forth on Exhibit D
hereto with respect to each such member of the Borrower Affiliated Group. As of
the date of this Agreement, none of the Affiliated Subsidiaries has any
Subsidiaries, except as set forth on Exhibit D. As of the date of this
Agreement, no Inactive Subsidiary conducts any business, owns or leases any
assets or properties or has any material liability to any Person.

      4.13. Investment Company Act. Neither any Borrower nor any other member of
the Borrower Affiliated Group is subject to regulation under the Investment
Company Act of l940, as amended.

      4.14. Compliance with ERISA. Except as set forth in Exhibit D hereto, each
of the Borrowers, each other member of the Borrower Affiliated Group, and each
member of the Controlled Group, have fulfilled their obligations under the
minimum funding standards of ERISA and the Code with respect to each Plan and
are in compliance in all material respects with the applicable provisions of
ERISA and the Code, and have not incurred any liability to the PBGC or a Plan
under Title IV of ERISA; and no Prohibited Transaction or Reportable Event has
occurred with respect to any Plan.

      4.15. Environmental Matters. Except as specifically disclosed in Exhibit D
hereto, there are (a) no violations by any member of the Borrower Affiliated
Group of any Environmental Law, and (b) no Environmental Claims, in either case,
that could, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

      4.16. Disclosure. No representations and warranties made by any member of
the Borrower Affiliated Group in this Agreement, any other Loan Document or in
any other agreement, instrument, document, certificate, statement or letter
furnished to the Administrative Agent, the Arranger, or the Banks by or on
behalf of any member of the Borrower Affiliated Group, and no other factual
information heretofore or

                                     J-54-
<PAGE>

contemporaneously furnished by or on behalf of any member of the Borrower
Affiliated Group to the Administrative Agent, the Arranger or the Banks, in
connection with any of the transactions contemplated by any of the Loan
Documents contains any untrue statement of material fact or omits to state a
material fact necessary in order to make the statements contained therein not
materially misleading in light of the circumstances in which they are made.
Except as disclosed herein or therein, there is no fact currently known to any
Borrower which could reasonably be expected to cause a Material Adverse Effect.

      4.17. Solvency. Both before and after giving effect to all Indebtedness
incurred by the Borrowers on the Closing Date, neither any Borrower nor any
other member of the Borrower Affiliated Group (i) is Insolvent, or will be
rendered Insolvent by the Indebtedness incurred in connection therewith, (ii)
will be left with unreasonably small capital with which to engage in its
business, even allowing for a reasonable margin of error in the projections of
the future performance of the Borrowers and such other members of the Borrower
Affiliated Group, (iii) will have incurred Indebtedness beyond its ability to
pay such Indebtedness as it matures, or (iv) will fail to have assets (both
tangible and intangible) having a present fair salable value in excess of the
amount required to pay the probable liability on its then existing debts
(whether matured or unmatured, liquidated or unliquidated, absolute, fixed or
contingent).

      4.18. Compliance with Statutes, etc. Each of the Borrowers and each other
member of the Borrower Affiliated Group is in compliance with all applicable
statutes, regulations and orders of, and all applicable restrictions imposed by,
all governmental bodies, domestic or foreign, in respect of the conduct of its
business and the ownership of its property, except for such non-compliances as
could not individually or in the aggregate reasonably be expected to have a
Material Adverse Effect. Without limitation of the foregoing, each of the
Borrowers is in compliance with, and neither the entering into of the Loan
Documents or the use of the proceeds of the Loans will violate: any law, rule or
regulation relating to anti-terrorism or money laundering, including the
Anti-Terrorism Order, the Patriot Act, the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United States
Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

      4.19. Capitalization. On and as of the Closing Date, the authorized
capital stock or other equity, and the number of issued and outstanding shares
of capital stock or other equity, of the Borrowers, each other member of the
Borrower Affiliated Group and the Affiliated Subsidiaries is as described in
Exhibit D. All such outstanding shares of capital stock or other equity of the
Borrowers, each other member of the Borrower Affiliated Group and the Affiliated
Subsidiaries have been duly and validly issued, in compliance with all legal
requirements relating to the authorization and issuance of shares of capital
stock or other equity, and are fully paid and non-assessable.

      4.20. Labor Relations. Neither any Borrower nor any other member of the
Borrower Affiliated Group is engaged in any unfair labor practice in violation
of any

                                     J-55-
<PAGE>

applicable law or order of any court or governmental authority that could
reasonably be expected to have a Material Adverse Effect. Except as disclosed on
Exhibit D, there is (i) no unfair labor practice complaint pending or, to any
Borrower's knowledge, threatened against any Borrower or any other member of the
Borrower Affiliated Group before the National Labor Relations Board, and no
grievance or arbitration proceeding arising out of or under any collective
bargaining agreement is so pending against any Borrower or any other member of
the Borrower Affiliated Group or, to the knowledge of any Borrower Affiliated
Group, threatened against it, and (ii) no labor dispute, slowdown or stoppage
pending against any Borrower or any other member of the Borrower Affiliated
Group or, to the knowledge of the Borrower Affiliated Group, threatened against
any Borrower or any other member of the Borrower Affiliated Group that
individually or in the aggregate could reasonably be expected to result in a
Material Adverse Effect. To the knowledge of any Borrower, no union
representation question exists with respect to the employees of any Borrower or
any other member of the Borrower Affiliated Group and no union organizing
activities are taking place.

      4.21. Certain Transactions. As of the date of this Agreement, except as
set forth on Exhibit D, none of the officers, partners, directors, or employees
of any member of the Borrower Affiliated Group is presently a party to any
transaction with any other member of the Borrower Affiliated Group (other than
for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, partner, director or such employee
or, to the knowledge of the Borrower Affiliated Group, any corporation,
partnership, trust or other entity in which any officer, partner, director, or
any such employee or natural person related to such officer, partner, director
or employee or other Person in which such officer, partner, director or employee
has a direct or indirect beneficial interest, has a substantial direct or
indirect beneficial interest or is an officer, director, trustee or partner.

      4.22. Restrictions on the Borrower Affiliated Group. No member of the
Borrower Affiliated Group is a party to or bound by any contract, agreement or
instrument, or subject to any charter or other corporate restriction, that has
or could reasonably be expected to have a Material Adverse Effect.

      4.23. Leases. Members of the Borrower Affiliated Group are tenants or
lessees under certain real property leases, occupancy agreements, assignments,
subleases or other similar agreements (herein individually referred to as a
"Lease" and collectively referred to as the "Leases"). The Borrowers and the
other members of the Borrower Affiliated Group are party to such Leases as are
necessary to permit the Borrowers and such other members of the Borrower
Affiliated Group to conduct their respective businesses in all material respects
in the same manner as their respective businesses have been conducted prior to
the date hereof. Neither the tenant (or lessee) nor, to the knowledge of any
Borrower, the landlord (or lessor), under any Lease is in default under the
applicable Lease or has given or received any notice of cancellation or
termination of such Lease or

                                     J-56-
<PAGE>

condemnation of the leased premises that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

      4.24. Franchises, Patents, Copyrights, Etc. Except as otherwise set forth
on Exhibit D hereto, each of the Borrowers and each other member of the Borrower
Affiliated Group possesses all franchises, patents, copyrights, trademarks,
tradenames, service marks, licenses and permits, and rights in respect of the
foregoing (collectively, "Intellectual Property Rights"), adequate for the
conduct of its business as substantially now conducted without known conflict
with any rights of others and, in each case, free of any Encumbrance that is not
a Permitted Encumbrance. Without limitation of the foregoing, B&N has the
perpetual license to use the name "Barnes & Noble, Inc." in the operation of its
business as currently conducted without any conflict with any rights of others
(the "B&N License").

      4.25. Collateral. All of the Obligations of the Borrower Affiliated Group
to the Administrative Agent and the Banks under or in respect of the Loan
Documents will, at all times from and after the execution and delivery of each
of the Security Documents, be entitled to the benefits of and be secured by each
of such Security Documents to the extent provided therein.

                                    SECTION V

                              AFFIRMATIVE COVENANTS

      So long as any Bank has any commitment to make Loans or issue Letters of
Credit hereunder or any Loan or other Obligation hereunder remains outstanding,
each of the Borrowers jointly and severally covenant as follows on behalf of
itself and each other member of the Borrower Affiliated Group:

      5.1.  Financial Statements and other Reporting Requirements. The Borrowers
shall furnish to the Administrative Agent:

            (a)   as soon as available, but in any event within 90 days after
the end of each fiscal year of the Borrower Affiliated Group, a Consolidated
balance sheet of B&N as of the end of, and a related Consolidated statement of
income, changes in stockholders' equity and cash flow for, such year, prepared
in accordance with GAAP and audited and certified without qualification by BDO
Seidman, LLP, or a "Big Four" accounting firm, or another nationally recognized
accounting firm reasonably acceptable to the Administrative Agent;

            (b)   as soon as available, but in any event within 45 days after
the end of each fiscal quarter of the Borrower Affiliated Group, a Consolidated
balance sheet of B&N as of the end of, and a related Consolidated statement of
income, changes in stockholders' equity and cash flow for, the portion of the
fiscal year then ended and for the fiscal quarter then ended, prepared in
accordance with GAAP (without footnotes) and

                                     J-57-
<PAGE>

certified by a Financial Officer of the Borrower, but subject, however, to
normal, recurring year-end adjustments that shall not in the aggregate be
materially adverse;

            (c)   concurrently with the delivery of each financial statement
pursuant to subsections (a) and (b) of this Section 5.l, a report in
substantially the form of Exhibit F hereto signed on behalf of the Borrower
Affiliated Group by a Financial Officer of the Borrower, and including, without
limitation, computations in reasonable detail evidencing compliance with the
covenants contained in Sections 6.5 through 6.8 hereof, inclusive, and a
representation by such officer that no Default or Event of Default has occurred
or is continuing;

            (d)   promptly upon the filing thereof, copies of all registration
statements, proxy statements and annual, quarterly, monthly or other reports
which B&N or any other member of the Borrower Affiliated Group files with the
Securities and Exchange Commission (including without limitation, copies of all
reports on Form 8-K that the Borrower files with the Securities and Exchange
Commission);

            (e)   if and when any Borrower or any other member of the Borrower
Affiliated Group gives or is required to give notice to the PBGC of any
Reportable Event with respect to any Plan that might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that any member of
the Controlled Group or the plan administrator of any Plan has given or is
required to give notice of any such Reportable Event, a copy of the notice of
such Reportable Event given or required to be given to the PBGC or, if such
notice is not given to the PBGC, a description of the content of the notice that
would be required to be given;

            (f)   immediately upon becoming aware of the existence of any
condition or event (i) that constitutes a Default or Event of Default, or (ii)
affecting any Borrower or any other member of the Borrower Affiliated Group
which could reasonably be expected to have a Material Adverse Effect, written
notice thereof specifying the nature thereof and the action being or proposed to
be taken with respect thereto; and immediately upon receipt thereof, copies of
any notice (whether formal or informal) of any cancellation, termination or
material change in any insurance maintained by any member of the Borrower
Affiliated Group;

            (g)   promptly upon becoming aware of any litigation or of any
investigative proceedings by any Person, including, without limitation, any
governmental agency or authority commenced or threatened against any Borrower or
any other member of the Borrower Affiliated Group of which it has notice, or of
a material change in any such existing litigation or proceedings, the outcome of
which could reasonably be expected to have a Material Adverse Effect, written
notice thereof and the action being or proposed to be taken with respect
thereto;

            (h)   promptly upon becoming aware of any investigative proceedings
by a governmental agency or authority commenced or threatened against any
Borrower or any other member of the Borrower Affiliated Group regarding any
potential violation of

                                     J-58-
<PAGE>

Environmental Laws or any spill, release, discharge or disposal of any Hazardous
Material, in either case, the outcome of which could have a Material Adverse
Effect, written notice thereof, copies of all correspondence, reports and other
materials furnished to or prepared by any member of the Borrower Affiliated
Group (or its representatives) in connection therewith and the action being or
proposed to be taken with respect thereto;

            (i)   at least 30 days' prior written notice of any change in its
name or corporate form or state or organization or any change in the name or
names under which any Borrower's or any other member of the Borrower Affiliated
Group's business is transacted; and, without prejudice to Sections 5.2(d) and
(e) or the requirements of a Permitted Acquisition, promptly after the formation
or acquisition thereof, but in no event less frequently than quarterly, a list
of all new Subsidiaries of each Borrower or any of its Subsidiaries; and
promptly after entering into any contract, agreement or license which is
material to the operations or business of a Borrower or any other member of the
Borrower Affiliated Group, but in no event less frequently than quarterly, a
list of such new contracts, agreements and licenses;

            (j)   from time to time, with reasonable promptness, such other
financial data and other information or documents (financial or non-financial)
about the Borrowers and each other member of the Borrower Affiliated Group
(including accountants' management letters) as the Administrative Agent or any
Bank (through the Administrative Agent) may reasonably request.

      5.2.  Conduct of Business. Each Borrower shall, and shall cause each other
member of the Borrower Affiliated Group to:

            (a)   duly observe and comply in all material respects with all
applicable laws and requirements of any governmental authorities relative to its
corporate existence, rights and franchises, to the conduct of its business and
to its property and assets (including without limitation all Environmental Laws
and ERISA), and shall maintain and keep in full force and effect the B&N License
and all other licenses and permits necessary in any material respect to the
proper conduct of its business except where any such failure to keep such other
licenses and permits could not reasonably be expected to have a Material Adverse
Effect;

            (b)   maintain its corporate existence, except as permitted under
Section 6.4(b);

            (c)   remain engaged in substantially the same lines of business as
those in which it is now engaged, except that the Borrowers or any other member
of the Borrower Affiliated Group may withdraw from any business activity which
its Board of Directors reasonably deems unprofitable or unsound, provided that
promptly after such withdrawal, the Borrowers shall provide the Administrative
Agent with written notice thereof;

                                     J-59-
<PAGE>

            (d)   no more than 10 Business Days after forming or acquiring any
wholly-owned Domestic Subsidiary (and to the extent that no material adverse tax
consequences would result from a guaranty of the Obligations, any wholly-owned
Foreign Subsidiary), deliver to the Administrative Agent such Subsidiary's
agreement, in each case reasonably satisfactory to counsel for the
Administrative Agent, that the Subsidiary shall be a member of the Borrower
Affiliated Group, and shall be bound by the terms of this Agreement, the other
Security Documents and the related documents, opinions and instruments as a
Designated Co-Borrower or a Subsidiary Guarantor or otherwise as the
Administrative Agent may determine in its sole discretion. Without limiting the
foregoing, each such wholly-owned Domestic Subsidiary (and to the extent that no
material adverse tax consequences would result from such guaranty, each such
wholly-owned Foreign Subsidiary) shall deliver to the Administrative Agent a
joinder agreement satisfactory to the Administrative Agent and a Subsidiary
Guaranty in the form of Exhibit H (and other required Security Documents, if
any), and B&N or other equityholders of such Domestic Subsidiary shall deliver
to the Administrative Agent a Pledge Agreement in the form of Exhibit I.
Notwithstanding the other provisions of this Agreement, Chelsea Insurance
Company Ltd., a wholly-owned Domestic Subsidiary of B&N, will not be required to
enter into the Subsidiary Guaranty or to become a guarantor of the Obligations,
provided that (x) its GAAP total assets do not exceed $50,000,000 (exclusive of
intercompany indebtedness) and (y) its sole purpose is to act as a captive
insurance company for B&N and certain of its Subsidiaries;

            (e)   no more than 10 Business Days after forming or acquiring any
less than wholly-owned Subsidiary, any Foreign Subsidiary or a minority interest
in any Person, deliver to the Administrative Agent a Pledge Agreement in the
form of Exhibit I relating to pledging the equity of the Borrower Affiliated
Group in such new Subsidiary, Foreign Subsidiary or minority-owned Person
(provided that only 65% of any Foreign Subsidiary shall be required to be
pledged); and

            (f)   no Inactive Subsidiary shall (i) engage in any business, (ii)
own or lease any assets, or (iii) incur any material liabilities to any Person
without at least 30 days prior written notice to the Administrative Agent and
compliance with the provisions of clauses (d) and/or (e) of this Section 5.2.

      Each Borrower hereby acknowledges that (a) Banc of America Securities LLC
and/or the Administrative Agent will make available information and financial
projections (collectively, "Borrower Materials") to the proposed syndicate of
lenders by posting the Borrower Materials on IntraLinks or another similar
electronic system (the "Platform") and (b) certain of the proposed Lenders may
be "public-side" Lenders (i.e., lenders that do not wish to receive material
non-public information with respect to the Borrower or its securities) (each, a
"Public Lender"). Each Borrower hereby agrees that (w) all Borrower Materials
that are to be made available to Public Lenders shall be clearly and
conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word
"PUBLIC" shall appear prominently on the first page thereof; (x) by marking
Borrower Materials "PUBLIC," such Borrower shall be deemed to have authorized
Banc of America Securities LLC, the Administrative Agent and the proposed Banks
to treat

                                     J-60-
<PAGE>

such Borrower Materials as either publicly available information or not material
information (although it may be sensitive and proprietary) with respect to the
Borrowers or its securities for purposes of United States federal and state
securities laws; (y) all Borrower Materials marked "PUBLIC" are permitted to be
made available through a portion of the Platform designated "Public Investor;"
and (z) Banc of America Securities LLC and the Administrative Agent shall be
entitled to treat any Borrower Materials that are not marked "PUBLIC" as being
suitable only for posting on a portion of the Platform not designated "Public
Investor." Notwithstanding the foregoing, it is understood and agreed that the
Borrowers shall have no obligation to make available any Borrower Materials to
any Public Lender.

      5.3.  Maintenance of Properties and Insurance. Each Borrower shall, and
shall cause each other member of the Borrower Affiliated Group to, maintain its
properties in good repair, working order and condition (normal wear and tear
excepted) as required for the normal conduct of its business and from time to
time the Borrowers will make or cause to be made, and cause each other member of
the Borrower Affiliated Group to make or cause to be made, all necessary and
proper repairs, renewals, replacements, additions and improvements thereto so
that the Borrowers and such other members of the Borrower Affiliated Group may
conduct their business substantially as conducted on the Closing Date and shall
maintain or cause to be maintained all material Leases as may be required for
the conduct of any Borrower's and each other member of the Borrower Affiliated
Group's business. The Borrowers shall and shall cause each other member of the
Borrower Affiliated Group to at all times maintain liability and casualty
insurance with financially sound and reputable insurers in such amounts as the
officers of the Borrowers and such other members of the Borrower Affiliated
Group in the exercise of their reasonable judgment deem to be adequate. The
Administrative Agent shall be named as loss payee and additional insured, as its
interest may appear, and shall be given 30 days' prior written notice of any
cancellation or modification of such insurance. If any Borrower or any other
member of the Borrower Affiliated Group fails to provide such insurance, the
Administrative Agent, in its sole discretion, may provide such insurance and
charge the cost thereof to the Loan Account or to any Borrower's or any such
other member of the Borrower Affiliated Group's deposit account with the
Administrative Agent. Any payment not recovered from the Borrowers or any other
member of the Borrower Affiliated Group shall bear interest at the Base Rate
plus the Applicable Base Rate Margin then in effect applicable to Revolving
Credit Loans. The Administrative Agent shall not, by the fact of approving,
disapproving, accepting, obtaining or failing to obtain any such insurance,
incur liability for the form or legal sufficiency of insurance contracts,
solvency of insurance companies or payment of lawsuits, and each Borrower and
each other member of the Borrower Affiliated Group hereby expressly assumes full
responsibility therefor and liability, if any, thereunder. The Borrowers shall,
and shall cause each other member of the Borrower Affiliated Group to, furnish
to the Administrative Agent certificates or other evidence satisfactory to the
Administrative Agent of compliance with the foregoing insurance provisions. The
provisions of this Section 5.3 shall be deemed to be supplemental to, but not
duplicative of, the provisions of any of the Security Documents that require the
maintenance of insurance.

                                     J-61-
<PAGE>

      5.4.  Taxes. Each Borrower shall, and shall cause each other member of the
Borrower Affiliated Group to, pay or cause to be paid all taxes, assessments or
governmental charges on or against it or its properties on or prior to the time
when they become due; provided that this covenant shall not apply to any tax,
assessment or charge that is being contested in good faith by appropriate
proceedings and with respect to which adequate reserves have been established
and are being maintained in accordance with GAAP if no lien shall have been
filed to secure such tax, assessment or charge.

      5.5.  Inspection by the Administrative Agent. Each Borrower shall, and
shall cause each other member of the Borrower Affiliated Group to, permit the
Banks, through the Administrative Agent or the Administrative Agent's designee,
at any time and from time to time in the Administrative Agent's reasonable
discretion during regular business hours upon reasonable advance notice, to (i)
visit and inspect the properties of the Borrowers and such other members of the
Borrower Affiliated Group, and (ii) discuss the affairs, finances and accounts
of the Borrowers and such other members of the Borrower Affiliated Group with
its appropriate officers, employees and accountants, provided that when an Event
of Default has occurred and is continuing the Administrative Agent may do any of
the foregoing at any time during normal business hours and without reasonable
advance notice. In handling such information the Administrative Agent and the
Banks shall exercise the same degree of care that each exercises with respect to
its own proprietary information of the same types to maintain the
confidentiality of any non-public information thereby received, except that
disclosure of such information may be made (w) to the subsidiaries or affiliates
of the Arranger, the Administrative Agent and each Bank in connection with their
present or prospective business relations with the Borrower Affiliated Group,
(x) to prospective transferees or purchasers of an interest in the Loans, (y) as
required by law, regulation, rule or order, subpoena, judicial order or similar
order and (z) as may be required in connection with the examination, audit or
similar investigation of the Arranger, the Administrative Agent or any Bank, and
provided, however, that in the case of any disclosure made under clauses (w) or
(x), the Person to whom such disclosure is made shall agree to be subject to the
same degree of care and confidentiality required of the Administrative Agent,
the Banks and their representatives hereunder.

      5.6.  Maintenance of Books and Records. Each Borrower shall, and shall
cause each other member of the Borrower Affiliated Group to, keep adequate books
and records of account, in which true and complete entries will be made
reflecting all of its business and financial transactions, and such entries will
be made in accordance with GAAP and applicable law.

      5.7.  Use of Proceeds. The proceeds of Term Loan A will be used by the
Borrowers to repay a portion of the Revolving Credit Loans made under the
Existing Credit Agreement and the proceeds of the Revolving Credit Loans will be
used by the Borrowers to finance ongoing working capital needs of the Borrower
Affiliated Group and for general corporate purposes for the Borrower Affiliated
Group. Except as expressly set forth in the following sentence, no portion of
any Loans shall be used for

                                     J-62-
<PAGE>

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. B&N 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) B&N 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.

      5.8.  Pension Plans. With respect to any Plan, the benefits under which
are guaranteed, in whole or in part, by the PBGC or any governmental authority
succeeding to any or all of the functions of the PBGC, the Borrowers will, and
will cause each other member of the Borrower Affiliated Group to, (i) fund each
Plan as required by the provisions of Section 412 of the Code; (ii) cause each
Plan to pay all benefits when due; and (iii) furnish the Administrative Agent
(a) promptly with a copy of any notice of each Plan's termination sent to the
PBGC and (b) no later than the date of submission to the Department of Labor or
to the Internal Revenue Service, as the case may be, a copy of any request for
waiver from the funding standards or extension of the amortization periods
required by Section 412 of the Code.

      5.9.  Fiscal Year. Each of the Borrowers and each other member of the
Borrower Affiliated Group shall have a fiscal year ending on the Saturday
closest to January 31 of each year and shall notify the Administrative Agent of
any change in such fiscal year (whereupon, notwithstanding the provisions of
Section 9.8, the Administrative Agent and the Banks shall have the right to
modify the timing of the financial covenants hereunder accordingly in order to
correspond to any such change in fiscal year).

      5.10. Further Assurances. At any time and from time to time each Borrower
shall, and shall cause each other member of the Borrower Affiliated Group to,
execute and deliver such further instruments and take such further action as may
reasonably be requested by the Administrative Agent or any Bank (through the
Administrative Agent) to effect the purposes of the Loan Documents and the
Security Documents.

                                     J-63-
<PAGE>

                                   SECTION VI

                               NEGATIVE COVENANTS

      So long as any Bank has any commitment to make Loans and issue Letters of
Credit hereunder or any Loan or other Obligation hereunder remains outstanding,
each of the Borrowers covenants as follows on behalf of itself and each other
member of the Borrower Affiliated Group:

      6.1.  Indebtedness. The Borrowers shall not, and shall not permit any
other member of the Borrower Affiliated Group to, create, incur, assume,
guaranty or be or remain liable with respect to any Indebtedness other than the
following:

            (a)   Indebtedness of the Borrowers to the Administrative Agent or
the Banks under any Loan Document and Guaranties of other members of the
Borrower Affiliated Group in favor of the Administrative Agent or the Banks
under any Loan Document;

            (b)   [Reserved];

            (c)   Indebtedness in respect of Capitalized Leases and purchase
money security interests of the Borrower Affiliated Group representing
obligations permitted to be incurred by the terms of this Agreement and incurred
in the ordinary course of business and consistent with past practices; provided,
that the aggregate principal amount of Indebtedness permitted by this clause (c)
shall not exceed $65,000,000 at any one time outstanding;

            (d)   Indebtedness existing on the date of this Agreement and
disclosed on Exhibit C hereto and any refinancings, refundings, renewals or
extensions thereof (provided the principal amount of any such Indebtedness is
not thereby increased);

            (e)   Indebtedness secured by Encumbrances permitted by Section
6.3(b);

            (f)   Indebtedness of members of the Borrower Affiliated Group which
are Domestic Subsidiaries to B&N or to other Domestic Subsidiaries of B&N which
are members of the Borrower Affiliated Group; Guaranties by any member of the
Borrower Affiliated Group of the obligations of any other member of the Borrower
Affiliated Group, so long as such obligations are permitted hereunder;

            (g)   [Reserved];

            (h)   Unsecured Indebtedness of B&N, provided that (i) the principal
amount thereof at no time exceeds $355,000,000, (ii) all such Indebtedness is
subordinated to the Obligations on no less favorable subordination terms (and
amendment provisions relating to such subordination terms) as those contained in
the

                                     J-64-
<PAGE>

Senior Subordinated Debt (as defined in the Existing Credit Agreement), (iii)
upon the issuance of any such subordinated Indebtedness, the ratio of the
Borrower Affiliated Group's Consolidated Total Funded Debt to EBITDA (as tested
as of the end of the most recently completed fiscal quarter of the Borrower
Affiliated Group, as adjusted for such subordinated Indebtedness, and evidenced
by a compliance certificate of the Borrowers provided to the Administrative
Agent) shall not exceed 2.50 to 1.0, and (iv) upon the issuance of any such
subordinated Indebtedness, the Cash Flow Leverage Ratio of the Borrower
Affiliated Group (as tested as of the end of the most recently completed fiscal
quarter of the Borrower Affiliated Group, as adjusted for such subordinated
Indebtedness, and evidenced by a compliance certificate of the Borrowers
provided to the Administrative Agent) shall not exceed (x) if the principal
amount of such subordinated Indebtedness is less than or equal to $155,000,000,
1.25 to 1.0, (y) if the principal amount of such subordinated Indebtedness is
less than or equal to $255,000,000 but greater than $155,000,000, 1.00 to 1.0,
and (z) if the principal amount of such subordinated Indebtedness is less than
or equal to $355,000,000 but greater than $255,000,000, 0.75 to 1.0 (any such
Indebtedness hereafter referred to as the "Subordinated Debt");

            (i)   Other Indebtedness of B&N (including Guaranties by B&N of
Indebtedness of Foreign Subsidiaries) not secured by any Encumbrances and in an
aggregate principal amount not exceeding $100,000,000; and

            (j)   Unsecured Indebtedness incurred in connection with permitted
Interest Rate Protection Agreements, provided that such Indebtedness may be
secured by the Collateral to the extent provided by the Loan Documents.

      6.2.  Sale and Leaseback. The Borrowers shall not, nor shall they permit
any other member of the Borrower Affiliated Group to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any
property owned by it in order to lease such property or lease other property
that a Borrower or such other member of the Borrower Affiliated Group intends to
use for substantially the same purpose as the property being sold or
transferred, in excess of $25,000,000 in any fiscal year.

      6.3.  Encumbrances. The Borrowers shall not, and shall not permit any
other member of the Borrower Affiliated Group to, create, incur, assume or
suffer to exist any mortgage, pledge, security interest, lien or other charge or
encumbrance, including the lien or retained security title of a conditional
vendor (by way of consignment or otherwise) upon or with respect to any of its
property or assets ("Encumbrances"), or assign or otherwise convey any right to
receive income, including the sale or discount of Accounts Receivable with or
without recourse, except the following ("Permitted Encumbrances"):

            (a)   Encumbrances in favor of the Administrative Agent or the Banks
under any Security Document;

            (b)   Encumbrances existing on the date of this Agreement and
disclosed in Exhibit C hereto;

                                     J-65-
<PAGE>

            (c)   Liens for taxes, fees, assessments and other governmental
charges to the extent that payment of the same may be postponed or is not
required in accordance with the provisions of Section 5.4;

            (d)   Possessory liens in favor of brokers and dealers arising in
connection with the acquisition or disposition of Investments owned as of the
date hereof and Qualified Investments, provided that such liens (a) attach only
to such Investments and (b) secure only obligations incurred in the ordinary
course and arising in connection with the acquisition or disposition of such
Investments and not any obligation in connection with margin financing;

            (e)   Landlords' and lessors' liens in respect of rent not in
default, or liens in respect of pledges or deposits under worker's compensation,
unemployment insurance, social security laws, or similar legislation (other than
ERISA) or in connection with appeal and similar bonds incidental to litigation;
mechanics', laborers', carriers', warehousemans', materialmen's and similar
liens, if the obligations secured by such liens are not then delinquent; liens
securing the performance of bids, tenders, contracts (other than for the payment
of money); and statutory obligations, surety and appeal bonds, performance bonds
and other obligations of a like nature incidental to the conduct of its business
and that do not in the aggregate materially detract from the value of its
property or materially impair the use thereof in the operation of its business;

            (f)   Judgment liens that shall not have been in existence for a
period longer than 45 days after the creation thereof or, if a stay of execution
shall have been obtained, for a period longer than 45 days after the expiration
of such stay;

            (g)   Easements, rights of way, zoning restrictions, licenses,
restrictions on the use of property or minor imperfections in title thereto
which, in the aggregate, do not interfere in a material way with the ordinary
conduct of its business;

            (h)   Security interests and liens securing Indebtedness of the
Borrower Affiliated Group permitted by Section 6.1(c) in an amount not to exceed
$65,000,000 in the aggregate outstanding at any time in addition to those
Encumbrances permitted under subsection (a) through (f) of this Section,
provided, however, that (A) each such Encumbrance is given solely to secure the
purchase price of, or the lease obligations relating to, such asset, does not
extend to any other property, and is given at the time or within 30 days of the
acquisition of such asset, and (B) the Indebtedness secured thereby does not
exceed the lesser of the cost of such asset or its fair market value at the time
such security interest attaches; and provided, further, that the Indebtedness
secured pursuant to this clause (h), together with any Indebtedness secured
pursuant to clause (j) below, does not at any time exceed $65,000,000;

            (i)   Security interests in favor of the issuer of any documentary
letters of credit for the account of B&N covering only the following: (i) any
documentation presented in connection with a drawing under such letter of
credit, (ii) all goods which

                                     J-66-
<PAGE>

are described in such documents or any such letter of credit, and (iii) the
proceeds thereof;

            (j)   Encumbrances upon real property or other fixed assets acquired
after the date hereof (by purchase, construction or otherwise) by the Borrowers
or any other member of the Borrower Affiliated Group, each of which Encumbrance
was created solely for the purpose of securing Indebtedness permitted under
Section 6.1(c) and representing, or incurred to finance, refinance or refund,
the cost (including the cost of construction) of such property or asset;
provided that (i) no such Encumbrance shall extend to cover any property or
asset of any Borrower or such member of the Borrower Affiliated Group other than
the property or asset so acquired and improvements thereon, (ii) the principal
amount of Indebtedness secured by any such Encumbrance shall not exceed 100% of
the lesser of the cost of such asset or its fair market value (as determined in
good faith by a Financial Officer) of such property or asset at the time it was
acquired (by purchase, construction or otherwise), and (iii) the security
interest is given at the time or within 60 days of the construction or
acquisition of such property or asset; and provided, further, that the
Indebtedness secured pursuant to this clause (j), together with any Indebtedness
secured pursuant to clause (h) above, does not at any time exceed $65,000,000;

            (k)   Encumbrances in connection with any sale-leasebacks permitted
by Section 6.2; provided that no such Encumbrance shall extend to cover any
property or asset of the Borrower or such member of the Borrower Affiliated
Group other than the lease entered into in connection with any such
sale-leaseback; and

            (l)   Any extension, renewal or replacement of the foregoing;
provided that the Encumbrances permitted by this paragraph (l) shall not extend
to or cover any additional Indebtedness or property (other than a substitution
of like property).

      In addition, the Borrowers shall not, nor shall the Borrowers permit any
other member of the Borrower Affiliated Group or any of its other Subsidiaries
to, enter into or permit to exist any arrangement or agreement which directly or
indirectly prohibits the Borrowers or any such other member of the Borrower
Affiliated Group or Subsidiary from creating or incurring any Encumbrance in
favor of the Administrative Agent for the benefit of the Banks and the
Administrative Agent under the Loan Documents.

      6.4.  Merger; Consolidation; Sale or Lease of Assets; Acquisitions. The
Borrowers shall not, nor shall permit any other member of the Borrower
Affiliated Group to,

            (a)   sell, lease or otherwise dispose of assets or properties
(valued at the lower of cost or fair market value with respect to all permitted
sales described in this clause (a)), other than (i) sales of inventory in the
ordinary course of business, (ii) sales of assets not in the ordinary course of
business including, without limitation, sales or dispositions of obsolete or
worn out property, tools or equipment no longer used or useful in its business
in an aggregate amount not to exceed $35,000,000 in any fiscal year of the

                                     J-67-
<PAGE>

Borrower Affiliated Group, (iii) sales of any Qualified Investments described in
clauses (i) through (iv) or clause (x) of the definition thereof, and (iv) sales
of (x) any Subsidiary of B&N acquired by B&N after the Closing Date and (y) any
Affiliated Subsidiary, provided that the Net Proceeds of any such sales under
this Section 6.4(a) are immediately paid to the Administrative Agent for
application to the Loans in accordance with (and to the extent required by)
Section 2.12(c) (it being agreed by the Administrative Agent and the Banks that
any lien in their favor on the Equity Securities in or other assets of any such
Subsidiary being sold, and any guaranty by any such Subsidiary of any of the
Obligations, will be released in connection with such sales); or

            (b)   liquidate, merge or consolidate into or with any other Person
or enter into or undertake any plan or agreement of liquidation, merger or
consolidation with any other Person, provided that (i) B&N may merge with
another company in connection with a Permitted Acquisition if B&N is the
surviving company, (ii) any wholly-owned Subsidiary of B&N may merge or
consolidate into or with B&N or any other wholly-owned Subsidiary of B&N if no
Default or Event of Default has occurred and is continuing or would result from
such merger and if B&N or such Subsidiary is the surviving company, and (iii) a
Subsidiary of B&N may merge into another entity in connection with a Permitted
Acquisition if, upon consummation of such merger, the surviving entity shall be
a direct or indirect wholly-owned Subsidiary of B&N and, if the surviving entity
is a Domestic Subsidiary, a party to the Subsidiary Security Documents; or

            (c)   make any acquisition of (i) all or substantially all of the
assets of another Person, or of a division or business unit of a Person or (ii)
assets out of the ordinary course of business, in each case except in connection
with a Permitted Acquisition.

      6.5.  Minimum Fixed Charge Coverage Ratio. The Borrowers shall not permit
the Fixed Charge Coverage Ratio of the Borrower Affiliated Group, determined as
at the last day of any fiscal quarter for the twelve-month period then ended, to
be less than the ratio of 1.6 to 1.0.

      6.6.  Maximum Cash Flow Leverage Ratio. During any period of time that no
Subordinated Debt is outstanding, the Borrowers shall not permit the Cash Flow
Leverage Ratio of the Borrower Affiliated Group, determined as at the last day
of each fiscal quarter, to be greater than the ratio of 1.5 to 1.0 for the
twelve-month period then ended.

      6.6A. Maximum Adjusted Cash Flow Leverage Ratio. During any period of time
that any Subordinated Debt is outstanding, the Borrowers shall not permit the
Cash Flow Leverage Ratio of the Borrower Affiliated Group, determined as at the
last day of each fiscal quarter for the twelve-month period then ended, to be
greater than the ratio of (x) if the principal amount of such subordinated
Indebtedness is less than or equal to $155,000,000, 1.25 to 1.0, (y) if the
principal amount of such additional subordinated Indebtedness is less than or
equal to $255,000,000 but greater than $155,000,000, 1.00 to 1.0, and (z) if the
principal amount of such additional subordinated Indebtedness is less than or
equal to $355,000,000 but greater than $255,000,000, 0.75 to 1.0.

                                     J-68-
<PAGE>

      6.6B. Maximum Ratio of Consolidated Total Funded Debt to EBITDA. During
any period of time that any Subordinated Debt is outstanding, the Borrowers
shall not permit the ratio of the Borrower Affiliated Group's Consolidated Total
Funded Debt to the Consolidated EBITDA of the Borrower Affiliated Group,
determined as at the last day of each fiscal quarter for the twelve-month period
then ended, to be greater than 2.50 to 1.0.

      6.7.  Maximum Total Funded Debt to Total Capitalization. The Borrowers
shall not permit the Consolidated Total Funded Debt of the Borrower Affiliated
Group to be greater than 60% of Total Capitalization, determined as at the last
day of any fiscal quarter.

      6.8.  Maximum Capital Expenditures. The Borrower Affiliated Group shall
not make Capital Expenditures in an aggregate amount in any fiscal year
exceeding the sum of $190,000,000.

      6.9.  Restricted Payments. No Borrower shall, and shall not permit any
other member of the Borrower Affiliated Group to, pay, make or declare any
Restricted Payment. Notwithstanding the foregoing, (a) B&N's Subsidiaries may
from time to time make distributions to B&N and other members of the Borrower
Affiliated Group, and (b) B&N 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 November 2, 2003, shall not
exceed, when made, an aggregate amount equal to the sum of $105,000,000 plus 15%
of the Borrower's Cumulative Excess Cash Flow. Neither any Borrower nor any
other member of the Borrower Affiliated Group will enter into any agreement,
contract or arrangement (other than the Loan Documents) restricting the ability
of any Subsidiary of B&N or any other member of the Borrower Affiliated Group
(other than B&N) to pay or make dividends or distributions in cash or kind, to
make loans, advances or other payments of any nature or to make transfers or
distributions of all or any part of its assets to any Borrower or any other
member of the Borrower Affiliated Group.

      6.10. Investments. No Borrower shall, nor shall permit any other member of
the Borrower Affiliated Group to, make or maintain any Investments other than
Qualified Investments.

      6.11. ERISA. Neither any Borrower nor any member of the Controlled Group
shall permit any Plan maintained by it to (i) engage in any Prohibited
Transaction, (ii) incur any "accumulated funding deficiency" (as defined in
Section 302 of ERISA) whether or not waived, or (iii) terminate any Plan in a
manner that could result in the imposition of a lien or encumbrance on the
assets of a Borrower or any other member of the Borrower Affiliated Group
pursuant to Section 4068 of ERISA, but only to the extent

                                     J-69-
<PAGE>

any of the foregoing could reasonably be expected to result in a liability to a
Borrower or any other member of the Borrower Affiliated Group in excess of
$10,000,000.

      6.12. Transactions with Affiliates. Other than those set forth in Exhibit
D hereto, the Borrowers shall not, nor shall permit any other member of the
Borrower Affiliated Group to, enter into or participate in any agreements or
transactions of any kind with any Affiliate, except (i) agreements or
transactions contemplated, required or allowed by any Loan Document as in effect
on the date of this Agreement, provided that such agreements or transactions are
not otherwise prohibited by this Agreement or any of the Loan Documents; (ii)
agreements or transactions (in each case) in the ordinary course of business and
on an arms-length basis which (A) include only terms which are fair and
equitable to such Borrower or such other member of the Borrower Affiliated
Group, (B) do not violate or otherwise conflict with any of the terms of any of
the Loan Documents, and (C) involve terms no less favorable to such Borrower or
such other member of the Borrower Affiliated Group than would be the terms of a
similar agreement or transaction with any Person other than an Affiliate; and
(iii) the loans permitted by Section 6.13.

      6.13. Loans. The Borrowers shall not, and shall not permit any other
member of the Borrower Affiliated Group to, make to any Person any loan, advance
or other transfer with the anticipation of repayment, except for loans and
advances to employees of the Borrowers or such other member of the Borrower
Affiliated Group, made in the ordinary course of business and consistent with
past practices, not exceeding $5,000,000 in the aggregate at any time
outstanding.

      6.14. Total Revolving Credit Commitment. The Borrowers shall not cause or
permit the aggregate principal amount of all Revolving Credit Loans outstanding
at any time, plus the aggregate principal amount of all Swingline Loans
outstanding at any time, plus, the aggregate Stated Amount of Letters of Credit
outstanding at such time, plus the aggregate amount of any unreimbursed draws
under outstanding Letters of Credit, to exceed the Total Revolving Credit
Commitment in effect at such time.

      6.15. No Amendments to Certain Documents; No New Agreements Requiring
Breach of Loan Documents. The Borrowers shall not, and shall not permit any
other member of the Borrower Affiliated Group to, at any time cause or permit
any of the charter or other incorporation or organizational documents of a
Borrower or such other member of the Borrower Affiliated Group to be modified,
amended or supplemented in any material respect whatever adverse to the Banks or
the Administrative Agent, without (in each case) the express prior written
agreement, consent or approval of the Administrative Agent. Neither any Borrower
nor any other member of the Borrower Affiliated Group will enter into any
agreement containing any provision which would be violated or breached by the
performance by such Borrower or such other member of the Borrower Affiliated
Group of its obligations hereunder or under any of the other Loan Documents.

                                     J-70-
<PAGE>

                                   SECTION VII

                                    DEFAULTS

      7.1.  Events of Default. There shall be an Event of Default hereunder if
any of the following events occurs:

            (a)   the Borrowers shall fail to pay (i) any amount of principal of
any Loans when due or any unreimbursed draw under any Letter of Credit when due
pursuant to Section 2.17, or (ii) any amount of interest thereon or any fees,
expenses or other amounts payable hereunder or under any Loan Document within
three Business Days after the due date therefor; or

            (b)   any Borrower or any other member of the Borrower Affiliated
Group shall fail to perform, comply with or observe or shall otherwise breach
any one or more of the terms, obligations, covenants or agreements contained in
Sections 5.2(b), 5.2(d), 5.3 (with respect to maintenance of insurance), 5.5 or
5.7 or Section 6; or

            (bb)  any Borrower or any other member of the Borrower Affiliated
Group shall fail to perform, comply with or observe or shall otherwise breach
any one or more of the terms, obligations, covenants or agreements contained in
Section 5.1(a), (b), (c), (e), (f), (g), (h) or (i) and such failure shall
continue for 5 days after the earlier to occur of (i) the date upon which
written notice thereof is given to the Borrowers by the Administrative Agent or
(ii) the date upon which an Executive Officer of any Borrower becomes aware
thereof; or

            (c)   any Borrower or any other member of the Borrower Affiliated
Group shall fail to perform, comply with or observe or shall otherwise breach
any one or more of the terms, covenants, obligations or agreements (other than
in respect of subsections 7.1(a), (b) and (bb)) contained in this Agreement or
in any other Loan Document and such failure shall continue unremedied for a
period of 30 days after the earlier to occur of (i) the date upon which written
notice thereof is given to the Borrowers by the Administrative Agent or (ii) the
date upon which an Executive Officer of any Borrower becomes aware thereof; or

            (d)   any representation or warranty of any Borrower or any other
member of the Borrower Affiliated Group made in any Loan Document or any other
documents or agreements executed in connection with the transactions
contemplated by this Agreement or in any certificate delivered hereunder shall
prove to have been false in any material respect upon the date when made or
deemed to have been made; or

            (e)   any Borrower or any other member of the Borrower Affiliated
Group shall fail to pay at maturity, or within any applicable period of grace
(not to exceed 30 days), any obligations under the Subordinated Debt, if any, or
any other obligations in excess of $25,000,000 in the aggregate for borrowed
monies or advances or for the lease or other use of real or personal property,
or fail to observe or perform any

                                     J-71-
<PAGE>

term, covenant or agreement evidencing or securing such Subordinated Debt or
other obligations for borrowed monies or advances or relating to such lease or
use of real or personal property, the result of which failure is to permit the
holder or holders of such Indebtedness to cause such Indebtedness to become due
prior to its stated maturity upon delivery of required notice, if any, or to
permit any party to any agreement evidencing such Subordinated Debt or other
obligations to terminate or cancel such agreement; or

            (f)   any Borrower or any other member of the Borrower Affiliated
Group shall (i) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, liquidator or similar official of
itself or of all or a substantial part of its property, (ii) admit in writing
its inability to pay, or be generally not paying, its debts as such debts become
due, (iii) make a general assignment for the benefit of its creditors, (iv)
commence a voluntary case as debtor under the United States Bankruptcy Code (as
now or hereafter in effect), (v) take any action or commence any case or
proceeding as debtor under any law relating to bankruptcy, insolvency,
reorganization, winding-up or composition or adjustment of debts, or any other
law providing for the relief of debtors, (vi) fail to contest in a timely or
appropriate manner, or acquiesce in writing to, any petition filed against it as
debtor in an involuntary case under the United States Bankruptcy Code (as now or
hereafter in effect) or other law, (vii) take any action under the laws of its
jurisdiction of incorporation or organization similar to any of the foregoing,
(viii) be Insolvent, or (ix) pass any board resolution or take any corporate
action for the purpose of effecting any of the foregoing; or

            (g)   a proceeding or case shall be commenced, without the
application or consent of any Borrower or other applicable member of the
Borrower Affiliated Group in any court of competent jurisdiction, seeking (i)
the liquidation, reorganization, dissolution, winding up, or composition or
readjustment of its debts, (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like of it or of all or any substantial part of its
assets, or (iii) similar relief in respect of it, under any law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment
of debts or any other law providing for the relief of debtors, and such
proceeding or case shall continue undismissed, or unstayed and in effect, for a
period of 60 days; or an order for relief shall be entered in an involuntary
case under the United States Bankruptcy Code (as now or hereafter in effect),
against any Borrower or any other member of the Borrower Affiliated Group as
debtor; or action under the laws of the jurisdiction of incorporation or
organization of any Borrower or any other member of the Borrower Affiliated
Group similar to any of the foregoing shall be taken with respect to such
Borrower or any such member of the Borrower Affiliated Group and shall continue
unstayed and in effect for any period of 60 days; or

            (h)   judgments or orders for the payment of money shall be entered
against any Borrower or any other member of the Borrower Affiliated Group by any
court, or a warrant of attachment or execution or similar process shall be
issued or levied against property of any Borrower or any other member of the
Borrower Affiliated Group, that in the aggregate exceed $25,000,000 in value (to
the extent not covered by independent third party insurance as to which the
insurer does not dispute coverage) and

                                     J-72-
<PAGE>

such judgments, orders, warrants or process shall continue undischarged or
unstayed for 45 days; or

            (i)   the Borrowers, any other member of the Borrower Affiliated
Group or any member of the Controlled Group shall fail to pay when due an
aggregate amount in excess of $25,000,000 which it shall have become liable to
pay to the PBGC or to a Plan under Title IV of ERISA; or notice of intent to
terminate a Plan or Plans in a distress termination under Section 4062 of ERISA
shall be filed by any Borrower, any other member of the Borrower Affiliated
Group or any member of the Controlled Group, any plan administrator or any
combination of the foregoing; or the PBGC shall institute or have grounds to
institute proceedings under Title IV of ERISA to terminate or to cause a trustee
to be appointed to administer any such Plan or Plans or a proceeding shall be
instituted by a fiduciary of any such Plan or Plans against any Borrower or any
other member of the Borrower Affiliated Group and such proceedings shall not
have been dismissed within 30 days thereafter; or a condition shall exist by
reason of which the PBGC would be entitled to obtain a decree adjudicating that
any such Plan or Plans must be terminated; or

            (j)   a Change of Control shall have occurred; or

            (k)   any Borrower or any other member of the Borrower Affiliated
Group shall be enjoined, restrained or in any way prevented by the order of any
court or any administrative or regulatory agency from conducting any material
part of its business and such order shall continue in effect for more than 45
days, or any Borrower or any other member of the Borrower Affiliated Group shall
be indicted for a state or federal crime, or any civil or criminal action shall
otherwise have been brought or threatened against any Borrower or any other
member of the Borrower Affiliated Group, a punishment for which in any such case
could include forfeiture of any assets of the Borrower Affiliated Group having a
fair market value in excess of $25,000,000; or

            (l)   there shall occur any material damage to, or loss, theft or
destruction of, any Collateral, whether insured or not insured, or any strike,
lockout, labor dispute, embargo, condemnation, act of God or public enemy, or
other casualty, which in any such case causes, for more than 30 consecutive
days, the cessation or substantial curtailment of revenue producing activities
at any facility of the Borrowers or any other member of the Borrower Affiliated
Group if such event or circumstance is not covered by business interruption
insurance and in any such case described above, such event or condition,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect; or

            (m)   there shall occur the loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired if such
loss, suspension, revocation or failure to renew could reasonably be expected to
have a Material Adverse Effect; or

                                     J-73-
<PAGE>

            (n) any covenant, agreement or obligation of any Borrower or any
other member of the Borrower Affiliated Group contained in or evidenced by any
Loan Document to which such Borrower or such member of the Borrower Affiliated
Group is a party shall, prior to the date on which such document shall terminate
with the express prior written agreement, consent or approval of the
Administrative Agent and the Banks, cease in any material respect to be legal,
valid, binding or enforceable in accordance with the terms thereof; or the
Administrative Agent shall fail to have a valid, perfected first-priority
security interest in any of the Collateral (other than an immaterial portion of
Collateral, as determined by the Administrative Agent) under the Security
Documents; or

            (o) any Loan Document shall be canceled, terminated, revoked or
rescinded (or any notice of such cancellation, termination, revocation or
rescission given) otherwise than with the express prior written agreement,
consent or approval of the Administrative Agent and the Banks; or any action at
law, suit in equity or other legal proceeding to cancel, revoke, or rescind any
Loan Document shall be commenced by or on behalf of any Borrower or any other
member of the Borrower Affiliated Group, or by any court or any other
governmental or regulatory authority or agency of competent jurisdiction; or any
court or any other governmental or regulatory authority or agency of competent
jurisdiction shall make a determination that, or shall issue a judgment, order,
decree or ruling to the effect that, any one or more of the Loan Documents or
any one or more of the obligations of any Borrower or any other member of the
Borrower Affiliated Group under any one or more of the Loan Documents are
illegal, invalid or unenforceable in accordance with the terms thereof; or

            (p) the terms or provisions of the Subordinated Debt, if any, shall
be modified or amended in any respect other than in accordance with the terms
thereof (including, in any event, that the terms of subordination contained
therein are modified or amended in any respect without the prior written consent
of the Administrative Agent).

      7.2. Remedies. (1) Upon the occurrence of an Event of Default described in
subsections 7.1(f) and (g), immediately and automatically, and (2) upon the
occurrence of any other Event of Default, at any time thereafter while such
Event of Default is continuing, at the option of the Required Banks and upon the
Administrative Agent's declaration:

            (a) each Bank's commitment (whether in its capacity as a Bank, the
Swingline Lender or the Issuing Bank) to make any further Loans or issue
additional Letters of Credit hereunder shall terminate;

            (b) the unpaid principal amount of the Loans together with accrued
interest, and all other Obligations (other than Obligations under any Interest
Rate Protection Agreement) shall become immediately due and payable without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived;

            (c) with respect to existing Letters of Credit, the Borrowers shall
provide to the Administrative Agent cash collateral in an amount equal to 105%
of the

                                     J-74-

<PAGE>

aggregate Stated Amount of Letters of Credit outstanding, which cash collateral
shall be held by the Administrative Agent subject to and in accordance with
B&N's Security Agreement; and

            (d) the Administrative Agent may exercise (on behalf of itself and
the Banks) any and all rights the Administrative Agent and the Banks have under
this Agreement, the other Loan Documents, or any other documents or agreements
executed in connection herewith, or at law or in equity, and proceed to protect
and enforce the Administrative Agent's and the Banks' rights by any action at
law, in equity or other appropriate proceeding. Proceeds of Collateral will be
applied to the Obligations in accordance with the Security Agreements, including
that Obligations under Interest Rate Protection Agreements and under treasury
management or other cash management agreements entered into with a Bank shall be
paid only after all other Obligations owing to the Administrative Agent and the
Banks have been paid.

                                  SECTION VIII

                CONCERNING THE ADMINISTRATIVE AGENT AND THE BANKS

      8.1. Appointment and Authorization. Each of the Banks (in each of its
respective capacities) hereby appoints Bank of America, N.A. to serve as
Administrative Agent under this Agreement and irrevocably authorizes the
Administrative Agent to take such action on such Bank's behalf under this
Agreement and to exercise such powers and to perform such duties under this
Agreement and the other documents and instruments executed and delivered in
connection with the consummation of the transactions contemplated hereby
(including, without limitation, all Loan Documents) as are delegated to the
Administrative Agent by the terms hereof or thereof, together with all such
powers as are reasonably incidental thereto.

      8.2. Administrative Agent and Affiliates. Bank of America, N.A. shall also
have the same rights and powers under this Agreement of a Bank and may exercise
or refrain from exercising the same as though it were not the Administrative
Agent, and Bank of America, N.A. and its Affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with the Borrowers
or any other member of the Borrower Affiliated Group or any Affiliate of any
member of the Borrower Affiliated Group as if it were not the Administrative
Agent hereunder. Except as otherwise provided by the terms of this Agreement,
nothing herein shall prohibit any Bank from accepting deposits from, lending
money to or generally engaging in any kind of business with the Borrowers or any
other member of the Borrower Affiliated Group or any Affiliate of any member of
the Borrower Affiliated Group.

      8.3. Future Advances.

            (a) In order to more conveniently administer the Loans, the
Administrative Agent may, unless notified to the contrary by any Bank prior to
the date upon which any Revolving Credit Loan is to be made, assume that such
Bank has made

                                     J-75-
<PAGE>

available to the Administrative Agent on such date the amount of such Bank's
share of such Revolving Credit Loan to be made on such date as provided in this
Agreement, and the Administrative Agent may (but it shall not be required to),
in reliance upon such assumption, make available to the Borrowers a
corresponding amount. If any Bank makes available to the Administrative Agent
such amount on a date after the date upon which the Revolving Credit Loan is
made, such Bank shall pay to the Administrative Agent on demand an amount equal
to the product of (i) the average computed for the period referred to in clause
(iii) below, of the weighted average interest rate paid by the Administrative
Agent for federal funds acquired by the Administrative Agent during each day
included in such period, multiplied by (ii) the amount of such Bank's share of
such Revolving Credit Loan, multiplied by (iii) a fraction, the numerator of
which is the number of days that elapsed from and including such date to the
date on which the amount of such Bank's share of such Revolving Credit Loan
shall become immediately available to the Administrative Agent, and the
denominator of which is 360 or 365, as applicable. A statement of the
Administrative Agent submitted to such Bank with respect to any amounts owing
under this subsection shall be prima facie evidence of the amount due and owing
to the Administrative Agent by such Bank.

            (b) The Administrative Agent may at any time, in its sole
discretion, upon notice to any Bank, refuse to make any Revolving Credit Loan to
the Borrowers on behalf of such Bank unless such Bank shall have provided to the
Administrative Agent immediately available federal funds equal to such Bank's
share of such Revolving Credit Loan in accordance with this Agreement.

            (c) Anything in this Agreement to the contrary notwithstanding, the
obligations to make Loans under the terms of this Agreement shall be the several
and not joint obligation of each of the Banks and any advances made by the
Administrative Agent on behalf of any Bank are strictly for the administrative
convenience of the parties and shall in no way diminish any Bank's liability to
repay the Administrative Agent for such Loans and advances. If the amount of any
Bank's share of any Revolving Credit Loan which the Administrative Agent has
advanced to the Borrower is not made available to the Administrative Agent by
such Bank within one Business Day following the date upon which such Revolving
Credit Loan is made, the Administrative Agent shall be entitled to recover such
amount from the Borrowers on demand, with interest thereon at the rate per annum
applicable to the Revolving Credit Loans made on such date.

      8.4. Delinquent Bank. Notwithstanding anything to the contrary contained
in this Agreement, any Bank that fails to make available to the Administrative
Agent its share of any Revolving Credit Loan (such applicable amount, a
"Delinquency") when and to the full extent required by the provisions of this
Agreement shall be deemed delinquent (a "Delinquent Bank") and shall be deemed a
Delinquent Bank until such time as such Delinquency is satisfied. A Delinquent
Bank shall be deemed to have assigned any and all payments due to it from the
Borrower, whether on account of outstanding Loans, interest, fees or otherwise,
to the remaining non-delinquent Banks for application to, and reduction of,
their respective pro rata shares of all outstanding Revolving Credit Loans in an
amount equal to such Delinquency. The Delinquent Bank hereby authorizes the

                                     J-76-
<PAGE>

Administrative Agent to distribute such payments to the non-delinquent Banks in
proportion to their respective pro rata shares of all outstanding Revolving
Credit Loans. A Delinquent Bank shall be deemed to have satisfied in full a
Delinquency when and if, as a result of application of the assigned payments to
all outstanding Revolving Credit Loans of the non-delinquent Banks, the Banks'
respective pro rata shares of all outstanding Loans have returned to those in
effect immediately prior to such Delinquency and without giving effect to the
nonpayment causing such Delinquency. No Delinquent Bank shall have a right to
participate in any vote taken by the Banks hereunder, which shall be calculated
as if the Commitments of the Delinquent Bank did not exist (except for those
matters requiring the approval of all Banks pursuant to Section 9.8). During any
period in which a Bank is a Delinquent Bank, the Borrowers shall have the right
to designate a replacement bank or financial institution satisfactory to the
Administrative Agent in its reasonable discretion, upon which designation, the
Delinquent Bank shall promptly assign its Loans and Commitments to such
designee.

      8.5. Payments.

            (a) All payments and prepayments of principal of and interest on
Revolving Credit Loans received by the Administrative Agent shall be paid to
each of the Banks having a Revolving Credit Commitment pro rata in accordance
with their respective interests in such Revolving Credit Loans and all payments
and prepayments of principal of and interest on Term Loan A received by the
Administrative Agent shall be paid to each of the Banks having a Term Loan A
Commitment pro rata in accordance with their respective interests in such Term
Loan A, in each case subject to Section 8.4 above; and any other payments
received by the Administrative Agent hereunder shall be paid to the Banks or the
Administrative Agent or both pro rata as their respective interests appear. All
such payments received after acceleration of the Obligations shall be applied in
the order set forth in the Security Agreements. All such payments received by
the Administrative Agent hereunder for the accounts of the Banks prior to 2:00
p.m. on any Business Day shall be paid to the Banks on such Business Day and all
such payments received by the Administrative Agent hereunder for the accounts of
the Banks at or after 2:00 p.m. shall be paid to the Banks on the next Business
Day.

            (b) Each of the Banks and the Administrative Agent hereby agrees
that if it should receive any amount (whether by voluntary payment, by the
exercise of the right of set-off or banker's lien, by counterclaim or cross
action, by the enforcement of any right hereunder or otherwise) in respect of
principal of, or interest on, the Loans or any fees which are to be shared among
the Banks, which, as compared to the amounts theretofore received by the other
Banks with respect to such principal, interest or fees, is in excess of such
Bank's pro rata share of such principal, interest or fees as provided in this
Agreement, such Bank shall share such excess, less the costs and expenses
(including, reasonable attorneys' fees and disbursements) incurred by such Bank
in connection with such realization, exercise, claim or action, pro rata with
all other Banks in proportion to their respective interests therein, and such
sharing shall be deemed a purchase (without recourse) by such sharing party of
participation interests in the Loans or such fees, as the case may be, owed to
the recipients of such shared payments to the

                                     J-77-
<PAGE>

extent of such shared payments; provided, however, that if all or any portion of
such excess amount is thereafter recovered from such Bank, such purchase shall
be rescinded and the purchase price restored to the extent of such recovery, but
without interest.

      8.6. Action by Administrative Agent.

            (a) The obligations of the Administrative Agent hereunder are only
those expressly set forth herein. The Administrative Agent shall have no duty to
exercise any right or power or remedy hereunder or under any other document or
instrument executed and delivered in connection with or as contemplated by this
Agreement or to take any affirmative action hereunder or thereunder.

            (b) The Administrative Agent shall keep all records of the Loans and
payments hereunder, and shall give and receive notices and other communications
to be given or received by the Administrative Agent hereunder on behalf of the
Banks.

            (c) Upon the occurrence and during the continuance of an Event of
Default the Administrative Agent may, and upon the direction of the Required
Banks pursuant to Section 7.2 the Administrative Agent shall, exercise the
option of the Banks pursuant to Section 7.2 to declare all Loans and other
Obligations (other than Obligations under any Interest Rate Protection
Agreement) immediately due and payable and may take such action as may appear
necessary or desirable to collect the Obligations (other than Obligations under
any Interest Rate Protection Agreement) and enforce the rights and remedies of
the Administrative Agent or the Banks.

      8.7. Notification of Defaults and Events of Default. The Administrative
Agent shall not be deemed to have knowledge or notice of the occurrence of any
Default or Event of Default, except with respect to defaults in the payment of
principal, interest and fees required to be paid to the Administrative Agent for
the account of the Banks, unless the Agent shall have received written notice
from a Bank or the Borrower referring to this Agreement, describing such Default
or Event of Default and stating that such notice is a "notice of default". In
the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Banks.

      8.8. Consultation with Experts. The Administrative Agent shall be entitled
to retain and consult with legal counsel, independent public accountants and
other experts selected by it and shall not be liable to the Banks for any action
taken, omitted to be taken or suffered in good faith by it in accordance with
the advice of such counsel, accountants or experts. The Administrative Agent may
employ administrative agents and attorneys-in-fact and shall not be liable to
the Banks for the default or misconduct of any such administrative agents or
attorneys.

      8.9. Liability of Administrative Agent. The Administrative Agent shall
exercise the same care to protect the interests of each Bank as it does to
protect its own interests, so that so long as the Administrative Agent exercises
such care it shall not be under any liability to any of the Banks, except for
the Administrative Agent's gross negligence or

                                     J-78-
<PAGE>

willful misconduct with respect to anything it may do or refrain from doing.
Subject to the immediately preceding sentence, neither the Administrative Agent
nor any of its directors, officers, administrative agents or employees shall be
liable for any action taken or not taken by it in connection herewith in its
capacity as Administrative Agent. Without limiting the generality of the
foregoing, neither the Administrative Agent nor any of its directors, officers,
administrative agents or employees shall be responsible for or have any duty to
ascertain, inquire into or verify: (i) any statement, warranty or representation
made in connection with this Agreement, any Loan Document, or any borrowing
hereunder; (ii) the performance or observance of any of the covenants or
agreements of the Borrowers; (iii) the satisfaction of any condition specified
in Sections 3.1 or 3.2, except receipt of items required to be delivered to the
Administrative Agent; (iv) the validity, effectiveness, enforceability or
genuineness of this Agreement, the Notes, any other Loan Document or any other
document or instrument executed and delivered in connection with or as
contemplated by this Agreement; (v) the existence, value, collectibility or
adequacy of the Collateral or any part thereof or the validity, effectiveness,
perfection or relative priority of the liens and security interests of the Banks
(through the Administrative Agent) therein; or (vi) the filing, recording,
refiling, continuing or re-recording of any financing statement or other
document or instrument evidencing or relating to the security interests or liens
of the Banks (through the Administrative Agent) in the Collateral. The
Administrative Agent shall not incur any liability by acting in reliance upon
any notice, consent, certificate, statement or other writing (which may be a
bank wire, telecopy or similar writing) believed by it to be genuine or to be
signed or sent by the proper party or parties.

      8.10. Indemnification. Each Bank agrees to indemnify the Administrative
Agent (to the extent the Administrative Agent is not reimbursed by the
Borrowers), ratably in accordance with its Commitment Percentage of the Total
Commitment, from and against any cost, expense (including attorneys' fees and
disbursements), claim, demand, action, loss (excluding credit losses arising as
a result of the Borrowers' failure to pay the Loans or interest thereon) or
liability which the Administrative Agent may suffer or incur in connection with
this Agreement, or any action taken or omitted by the Administrative Agent
hereunder, or the Administrative Agent's relationship with the Borrowers or any
other member of the Borrower Affiliated Group hereunder or under any other Loan
Document, including, without limitation, the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers and duties hereunder and of taking or
refraining from taking any action hereunder, but excluding any costs, expenses
or losses directly arising from the Administrative Agent's gross negligence or
willful misconduct. No payment by any Bank under this Section shall in any way
relieve the Borrowers of their joint and several obligations under this
Agreement with respect to the amounts so paid by any Bank, and the Banks shall
be subrogated to the rights of the Administrative Agent, if any, in respect
thereto.

      8.11. Independent Credit Decision. Each of the Banks represents and
warrants to the Administrative Agent that it has, independently and without
reliance upon the Administrative Agent or any other Bank and based on the
financial statements referred to

                                     J-79-
<PAGE>

in Section 4.7 and such other documents and information as it has deemed
appropriate, made its own independent credit analysis and decision to enter into
this Agreement. Each of the Banks acknowledges that it has not relied upon any
representation by the Administrative Agent and that the Administrative Agent
shall not be responsible for any statements in or omissions from any documents
or information concerning the Borrowers, this Agreement, the Notes, any other
Loan Document or any other document or instrument executed and delivered in
connection with or as contemplated by this Agreement. Each of the Banks
acknowledges that it will, independently and without reliance upon the
Administrative Agent or other Banks and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement.

      8.12. Successor Administrative Agent; Removal. Bank of America, N.A., or
any successor Administrative Agent, may resign as Administrative Agent at any
time by giving 30 days' prior written notice thereof to the Banks and to the
Borrowers, provided that any such resignation by Bank of America, N.A. shall
also constitute its resignation as Issuing Bank and Swingline Lender, and the
Administrative Agent may be removed at any time with or without cause by the
Banks whose aggregate Commitment Percentages of the Total Commitment constitute
at least 66-2/3% at the relevant time of reference (or if the Commitments have
been terminated, the Banks whose aggregate Loans and Letters of Credit
outstanding constitute more than 66-2/3% of the aggregate Loans and Letters of
Credit outstanding at the relevant time of reference). Upon any such resignation
or removal, the Banks shall have the right to appoint a successor Administrative
Agent, which successor Administrative Agent shall be consented to by the
Borrowers at all times other than during the existence of an Event of Default
(which consent of the Borrowers shall not be unreasonably withheld or delayed).
If no successor Administrative Agent shall have been so appointed by the Banks,
and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent's giving of notice of resignation or the Administrative
Agent's removal, then the retiring Administrative Agent may, on behalf of the
Banks, appoint a successor Administrative Agent, which shall be a commercial
bank (or Affiliate thereof) or savings and loan association organized under the
laws of the United States of America or any State thereof or under the laws of
another country which is doing business in the United States of America or any
State thereof and having total assets of at least $25,000,000,000 and shall be
reasonably acceptable to the Borrowers. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, Issuing Bank and Swingline Lender and the respective terms
"Administrative Agent", "Issuing Bank" and "Swingline Lender" shall mean such
successor administrative agent, Letter of Credit issuer and swingline lender,
and the retiring or removed Administrative Agent shall be discharged from all
further duties and obligations under this Agreement and the retiring Issuing
Bank's and Swingline Lender's rights, powers and duties as such shall be
terminated, without any other or further act or deed on the part of such
retiring Issuing Bank or Swingline Lender or any other Lender, other than the
obligation of the successor Issuing Bank to issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of

                                     J-80-
<PAGE>

such succession or to make other arrangements satisfactory to the retiring
Issuing Bank to effectively assume the obligations of the retiring Issuing Bank
with respect to such Letters of Credit. After any Administrative Agent's
resignation or removal hereunder as Administrative Agent, the provisions of this
Section VIII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

      8.13. Other Agents. The Banks (or Affiliates thereof) identified on the
facing page and the signature pages of this Agreement as a "co-documentation
agent" shall not have any right, power, liability, responsibility or duty under
this Agreement other than those applicable to all Banks as such.

                                   SECTION IX

                                  MISCELLANEOUS

      9.1. Notices. Unless otherwise specified herein, all notices hereunder to
any party hereto shall be in writing and shall be deemed to have been given (i)
when delivered by hand, (ii) when sent by electronic facsimile transmission with
confirmation of receipt if sent prior to 5:00 p.m. of the recipient's prevailing
time, and otherwise deemed to have been given on the next Business Day, (iii)
three Business Days after being sent by certified mail, return receipt
requested, and properly deposited in the mails, postage prepaid, or (iv) one
Business Day after being delivered to an overnight courier, addressed to such
party at its address indicated below:

      If to the Borrowers, at

            Barnes & Noble, Inc.
            122 Fifth Avenue
            New York, NY  10011
            Attention: Financial Officer
            Telecopy: (212) 675-0413

      with a copy to

            Bryan Cave LLP
            1290 Avenue of the Americas
            New York, New York  10104
            Attention: Jay M. Dorman, Esq.
            Telecopy: (212) 541-1418

      If to the Administrative Agent or Bank of America, N.A., at

            Bank of America, N.A.
            901 Main Street, 66th Floor

                                     J-81-
<PAGE>

            Dallas, Texas  75202
            Attention: David A. Banmiller, Vice President
            Telecopy: (214) 209-0604

      with a copy to

            Goulston & Storrs, P.C.
            400 Atlantic Avenue
            Boston, Massachusetts  02110
            Attention:  Philip A. Herman, Esq.
            Telecopy:  (617) 574-4112

      If to any Bank, at the address for such Bank set forth on Schedule 1

or at any other address specified by such party in writing to the other parties
listed in this Section 9.1. Notwithstanding the foregoing, the Administrative
Agent and the Banks shall have been deemed for all purposes to have delivered
any notice required to be delivered to the Borrowers or the Borrower Affiliated
Group by this Agreement or otherwise, by sending such notification to the
address set forth above for the "Borrowers."

      9.2. Expenses. The Borrowers will pay on demand all reasonable expenses of
(a) the Arranger and the Administrative Agent in connection with the
preparation, syndication, waiver and/or amendment of this Agreement, the Loan
Documents or other documents executed in connection therewith, and (b) the
Arranger, the Administrative Agent or any Bank in connection with the
administration, default or collection of the Loans or other Obligations or
administration, default, collection in connection with the Arranger's, the
Administrative Agent's or any Bank's exercise, preservation or enforcement of
any of its rights, remedies or options hereunder or thereunder, including
without limitation,

            (i) under clauses (a) and (b), reasonable fees of outside legal
      counsel and all accounting, consulting, brokerage or other similar
      professional fees or expenses, and any fees or expenses associated with
      any travel or other costs relating to any appraisals, field examinations,
      or other examinations conducted in connection with the Obligations or any
      Collateral therefor, plus

            (ii) under clause (b) only, the allocated costs of in-house legal
      counsel,

and the amount of all such expenses shall, until paid, bear interest at the rate
applicable to principal hereunder (including any default rate).

      9.3. Indemnification. Each Borrower absolutely and unconditionally
indemnifies and holds harmless the Administrative Agent, the Arranger and each
of the Banks against any and all claims, demands, suits, actions, causes of
action, damages, losses, settlement payments, obligations, costs, expenses
(including, without limitation, reasonable fees and

                                     J-82-
<PAGE>

disbursements of counsel and settlement costs paid to third parties) and all
other liabilities whatsoever which shall at any time or times be incurred or
sustained by the Administrative Agent, the Arranger or any of the Banks or by
any of their shareholders, directors, officers, employees, subsidiaries,
affiliates or administrative agents (other than as a result of the gross
negligence or willful misconduct of the Administrative Agent, the Arranger or
any of the Banks) arising out of or in connection with, any of the transactions
contemplated by, associated with or ancillary to this Agreement or any of the
other Loan Documents, the Borrowers' use of proceeds of the Loans and/or the
Commitments, whether or not all or any of the transactions contemplated by,
associated with or ancillary to this Agreement or any of such Loan Documents,
are ultimately consummated. Without prejudice to the survival of any other
covenant of the Borrowers hereunder, the covenants of this Section 9.3 shall
survive the termination of this Agreement and the payment or satisfaction of
payment of amounts owing with respect to this Agreement, the Notes or any other
Loan Document.

      9.4. Set-Off. Regardless of the adequacy of any Collateral or other means
of obtaining repayment of the Obligations, any deposits, balances or other sums
credited by or due from any Bank or any of its branch or affiliate offices to
any Borrower or any other member of the Borrower Affiliated Group may, at any
time and from time to time upon the occurrence and during the continuance of an
Event of Default, without notice to such Borrower or such member of the Borrower
Affiliated Group or compliance with any other condition precedent now or
hereafter imposed by statute, rule of law, or otherwise (all of which are hereby
expressly waived) be set off, appropriated, and applied by any Bank against any
and all Obligations of the Borrowers or such member of the Borrower Affiliated
Group to the Banks or any of their affiliates (in accordance with Section 8.5)
in such manner as the head office of the Bank or any of its branch offices in
their sole discretion may determine (with notice to be given to the Borrowers
promptly thereafter), and the Borrowers and each other member of the Borrower
Affiliated Group hereby grants such Bank a continuing security interest in such
deposits, balances or other sums for the payment and performance of all such
Obligations.

      9.5. Term of Agreement. This Agreement shall continue in force and effect
so long as any Bank has any commitment to make Loans hereunder or any Loan or
any Obligation shall be outstanding.

      9.6. No Waivers. No failure or delay by the Administrative Agent or any
Bank in exercising any right, power or privilege hereunder or under any Note or
under any other documents or agreements executed in connection herewith shall
operate as a waiver thereof; nor shall any single or partial exercise thereof
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege. The rights and remedies herein and in the Notes
provided are cumulative and not exclusive of any rights or remedies otherwise
provided by agreement or law.

      9.7. Governing Law. This Agreement and the other Loan Documents shall be
deemed to be contracts made under seal and shall be construed in accordance with
and governed by the laws of the State of New York (without giving effect to any
conflicts of

                                     J-83-
<PAGE>

laws provisions contained therein). Any legal action or proceeding arising out
of or relating to this Agreement, any other Loan Document or any Obligation may
be instituted, in the Administrative Agent's sole discretion, in the courts of
the State of New York or the United States of America for the Southern District
of New York, and the Borrower and each other member of the Borrower Affiliated
Group hereby irrevocably submits to the jurisdiction of each such court in any
such action or proceeding; provided, however, that the foregoing shall not limit
the Administrative Agent's rights to bring any legal action or proceeding in any
other appropriate jurisdiction.

      9.8. Amendments, Waivers, Etc. Except as otherwise expressly provided in
this Agreement or any of the other Loan Documents: (i) each of the Loan
Documents may be modified, amended or supplemented in any respect whatever only
with the prior written consent or approval of the Required Banks and the
Borrowers; and (ii) the performance or observance by the Borrowers of any of
their covenants, agreements or obligations under any of the Loan Documents may
be waived only with the written consent of the Required Banks; provided,
however, that the following changes shall require the written consent, agreement
or approval of all of the Banks: (A) any decrease in the amount of or
postponement or subordination of the regularly scheduled or otherwise required
payment date for any of the Obligations (including, without limitation,
principal, interest and fees, but excluding Obligations under any Interest Rate
Protection Agreement); (B) any decrease in the interest rates or amount of any
fees prescribed in this Agreement; (C) any increase in the Commitment or
Commitment Percentage of any of the Banks, except as permitted by Section 2.7 or
Section 9.10 or any modification, amendment or waiver of Section 2.7, provided
that no Bank's Commitment may be increased without the consent of such Bank; (D)
any release of all or any substantial part of the Collateral (except for any
such releases of Collateral permitted or provided for in the Loan Documents);
(E) any change in the definition of Required Banks; (F) the release of any
Designated Co-Borrower whose GAAP total assets exceed $25,000,000 (exclusive of
intercompany indebtedness) or the release or termination of any Subsidiary
Guaranty of a Subsidiary whose GAAP total assets exceed $25,000,000 (exclusive
of intercompany indebtedness) or the assignment of any of the Borrowers' rights
and obligations hereunder (other than in connection with a merger permitted
under Section 6.4(b); and (G) any change in the terms of this Section 9.8.
Notwithstanding the foregoing, (i) in the event that any proposed change
referred to in clauses (A) or (B) above relates solely to the Revolving Credit
Loans and the Revolving Credit Commitments, and not to Term Loan A or the Term
Loan A Commitments, such changes shall require only the written consent of all
of the Banks having a Revolving Credit Commitment, (ii) in the event that any
proposed change referred to in clauses (A) or (B) above relates solely to Term
Loan A and the Term Loan A Commitment, and not to the Revolving Credit Loans or
the Revolving Credit Commitments, such changes shall only require the written
consent of all of the Banks having a Term Loan A Commitment, (iii) in the event
that any proposed change referred to in clause (C) above relates solely to the
Revolving Credit Commitments, and not to the Term Loan A Commitments, such
changes shall require the written consent of the Required Banks and of any Bank
whose Revolving Credit Commitment is being increased, and (iv) in the event that
any proposed change referred to in clause (C) above relates solely to the Term
Loan A Commitment, and not to the Revolving Credit

                                     J-84-
<PAGE>

Commitments, such changes shall require the written consent of the Required
Banks and of any Bank whose Term Loan A Commitment is being increased. Any
change to Section IX or any other provision of this Agreement affecting the
rights or obligations of the Administrative Agent shall not be amended or
modified without the prior written consent of the Administrative Agent; any
change to Section 2.1(b) or any other provision of this Agreement affecting the
rights or obligations of the Swingline Lender shall not be amended or modified
without the prior written consent of the Swingline Lender; and any change to
Section 2.17 or 2.18 or any other provision of this Agreement affecting the
rights or obligations of the Issuing Bank shall not be amended or modified
without the prior written consent of the Issuing Bank.

      9.9. Binding Effect of Agreement. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns; provided that (i) no Borrower may assign or transfer its rights or
obligations hereunder, except by merger permitted hereunder, and (ii) no Bank
may assign or transfer its rights or obligations hereunder to any Person except
in accordance with the provisions of Section 9.10.

      9.10. Successors and Assigns.

      (i) Any Bank may at any time grant to one or more banks or other financial
institutions (each, a "Participant") participating interests in any of its
Commitments or any or all of its Loans in an amount and on such terms as such
Bank may deem appropriate. In the event of any such grant by a Bank of a
participating interest to a Participant, whether or not upon notice to the
Borrowers and the Administrative Agent, such Bank shall remain responsible for
the performance of its obligations hereunder, and the Borrowers and the
Administrative Agent shall continue to deal solely and directly with such Bank
in connection with such Bank's rights and obligations under this Agreement. Any
agreement pursuant to which any Bank may grant such a participating interest
shall provide that such Bank shall retain the sole right and responsibility to
enforce the obligations of the Borrowers hereunder including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement; provided, however, that such participation
agreement may provide that such Bank will not agree, without the consent of the
Participant, to any modification, amendment or waiver of this Agreement
requiring the consent, agreement or approval of all of the Banks, as described
in Section 9.8. The Borrowers agree that each Participant shall be entitled to
the benefits of Sections 2.10, 2.11, 2.13 and 2.15 with respect to its
participating interest. An assignment or other transfer which is not permitted
by subsection (ii) below shall be given effect for purposes of this Agreement
only to the extent of a participating interest granted in accordance with this
subsection (i).

      (ii) Any Bank may at any time assign to one or more Eligible Assignees
all, or a part of all, of its rights, interests and obligations under this
Agreement and its Note(s), if any, on such terms, as between such Bank and each
of its Eligible Assignees, as such Bank may deem appropriate, and such Eligible
Assignee shall assume such rights, interests and obligations, pursuant to an
instrument executed by such Eligible Assignee

                                     J-85-
<PAGE>

and such transferor Bank substantially in the form of Exhibit G hereto (an
"Assignment and Assumption"); provided, however, that (A) prior to assigning any
interest to any Eligible Assignee hereunder, such Bank will (x) notify the
Borrower and the Administrative Agent in writing identifying the proposed
Eligible Assignee and stating the aggregate principal amount of the proposed
interest to be assigned, and (y) receive the prior written consent of the
Administrative Agent and the Issuing Bank and, so long as no Event of Default
has occurred and is continuing, the Borrowers, which consent may not be
unreasonably withheld by either the Borrowers, the Issuing Bank or the
Administrative Agent, and (B) no Bank will assign to any Eligible Assignee less
than an aggregate amount equal to the lesser of (x) $5,000,000 of such Bank's
Commitments and interest in the Loans (as such interest may be reduced pursuant
to the terms hereof) and in additional increments of $1,000,000 in excess
thereof or (y) the remaining amount of such Bank's Commitments. It is understood
and agreed that the proviso contained in the immediately preceding sentence
shall not be applicable in the case of, and this subsection (ii) shall not
restrict, an assignment or other transfer by any Bank to an Affiliate of such
Bank or to any other Bank or a collateral assignment or other similar transfer
to a Federal Reserve Bank or an assignment required under applicable law. Upon
execution and delivery of such an Assignment and Assumption and payment by such
Eligible Assignee to such transferor Bank of an amount equal to the purchase
price agreed between such transferor Bank and such Eligible Assignee, such
Eligible Assignee shall be a Bank party to this Agreement and shall have all the
rights, interests and obligations of a Bank with the Commitments as set forth in
such instrument of assumption, and the transferor Bank shall be released from
its obligations hereunder to a corresponding extent, and no further consent or
action by any party shall be required. Upon the consummation of any assignment
pursuant to this subsection (ii), the transferor Bank, the Administrative Agent
and the Borrowers shall make appropriate arrangements so that, if required, new
Notes are issued to the Eligible Assignee and the transferor Bank, as
applicable.

      (iii) No Eligible Assignee, Participant or other transferee of any Bank's
rights shall be entitled to receive any greater payment under Sections 2.9,
2.10, 2.13 and 2.15 than such Bank would have been entitled to receive with
respect to the rights transferred, unless such transfer is made with the
Borrowers' prior written consent or at a time when the circumstances giving rise
to such greater payment did not exist.

      (iv) Assignments require a fee payable to the Administrative Agent by the
transferor Bank, solely for the account of the Administrative Agent, in the
amount of $3,500.

      9.11. Counterparts. This Agreement may be signed in any number of
counterparts with the same effect as if the signatures hereto and thereto were
upon the same instrument, and each counterpart will be deemed an original.

      9.12. Partial Invalidity. The invalidity or unenforceability of any one or
more phrases, clauses or sections of this Agreement shall not affect the
validity or enforceability of the remaining portions of it.

                                     J-86-
<PAGE>

      9.13. Captions. The captions and headings of the various sections and
subsections of this Agreement are provided for convenience only and shall not be
construed to modify the meaning of such sections or subsections.

      9.14. WAIVER OF JURY TRIAL. THE BORROWERS, THE BANKS AND THE
ADMINISTRATIVE AGENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM, COUNTERCLAIM OR
DEFENSE BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH OR
ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY. THIS WAIVER CONSTITUTES A MATERIAL INDUCEMENT
FOR THE ADMINISTRATIVE AGENT AND THE BANKS TO ENTER INTO THIS AGREEMENT AND TO
MAKE LOANS AND EXTEND CREDIT TO THE BORROWERS. EACH BORROWER (i) CERTIFIES THAT
NEITHER THE ADMINISTRATIVE AGENT, NOR ANY BANK NOR ANY REPRESENTATIVE,
ADMINISTRATIVE AGENT OR ATTORNEY OF THE ADMINISTRATIVE AGENT OR ANY BANK HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR ANY BANK
WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND
(ii) ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS TO WHICH SUCH BORROWER IS A PARTY, THE ADMINISTRATIVE AGENT AND THE
BANKS ARE RELYING UPON, AMONG OTHER THINGS, THE WAIVERS AND CERTIFICATIONS
CONTAINED IN THIS SECTION 9.14.

      9.15. WAIVER OF SPECIAL DAMAGES. EXCEPT AS PROHIBITED BY LAW, THE
BORROWERS, THE ADMINISTRATIVE AGENT AND THE BANKS EACH HEREBY WAIVES ANY RIGHTS
WHICH IT MAY HAVE TO CLAIM OR RECOVER, IN ANY LITIGATION WITH RESPECT TO ANY
ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THE LOAN DOCUMENTS
(INCLUDING WITHOUT LIMITATION THIS AGREEMENT AND THE NOTES AND ANY AMENDMENTS
THEREOF), ANY SPECIAL EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES. EACH
BORROWER (A) CERTIFIES THAT NO BANK, ADMINISTRATIVE AGENT OR REPRESENTATIVE,
AGENT OR ATTORNEY THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
ENTITY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVERS AND (B) ACKNOWLEDGES THAT, IN ENTERING INTO THIS AGREEMENT, THE BANKS
AND THE ADMINISTRATIVE AGENT ARE RELYING UPON, AMONG OTHER THINGS, THE WAIVERS
AND CERTIFICATIONS CONTAINED IN THIS SECTION 9.15.

      9.16. Entire Agreement. This Agreement, the other Loan Documents and the
other documents and agreements executed in connection herewith constitute the
final agreement of the parties hereto and supersede any prior agreement or
understanding, written or oral, with respect to the matters contained herein and
therein.

                                     J-87-
<PAGE>

      9.17. Replacement of Loan Documents, Etc. Upon receipt of an affidavit of
an officer of any Bank as to the loss, theft, destruction or mutilation of one
or more of the Loan Documents which is not of public record, and, in the case of
any such loss, theft, destruction or mutilation, upon cancellation of such Loan
Document and, with respect to any instrument, the customary indemnification of
the Borrowers by such Bank, the Borrowers will issue, in lieu thereof, a
replacement Loan Document containing the same terms and conditions.

      9.18. B&N as Administrative Agent for the Borrowers; Joint and Several
Liability. The Borrowers (other than B&N) hereby appoint B&N as their agent with
respect to the receiving and giving of any notices, requests, instructions,
reports, schedules, revisions, financial statements or any other written or oral
communications hereunder. The Administrative Agent and each Bank is hereby
entitled to rely on any communications given or transmitted by B&N as if such
communication were given or transmitted by each and every Borrower. Any
communication given or transmitted by the Administrative Agent or any Bank to
B&N shall be deemed given and transmitted to each and every Borrower and to the
"Borrowers" collectively. Notwithstanding any other provision of this Agreement
or any other Loan Document, the liability of each Borrower shall be joint and
several with all other Borrowers for all Obligations.

      9.19. Assignment to Bank of America, N.A. Each of the Banks and the
Borrowers (i) hereby consents to the assignment in full by Fleet National Bank
to Bank of America, N.A. of all of Fleet National Bank's rights, interests and
duties in its capacity as a bank, issuing bank, swingline lender and
administrative agent under the Existing Credit Agreement, and (ii) hereby waives
any and all requirements with respect to any such assignments as set forth in
the Existing Credit Agreement.

      9.20. Existing Credit Agreement Superceded. This Agreement shall restate
and supersede and replace the Existing Credit Agreement in its entirety, except
as provided in this Section 9.20. On the Closing Date, the rights and
obligations of the parties under the Existing Credit Agreement and the "Notes"
(as defined in the Existing Credit Agreement) issued in favor of the Banks (as
defined in the Existing Credit Agreement) under the Existing Credit Agreement
(other than any rights available to the Administrative Agent and the Banks (as
defined in the Existing Credit Agreement) under Sections 9.2 and 9.3 of the
Existing Credit Agreement), shall be subsumed within and be governed by this
Agreement and the other Loan Documents. Each of the "Revolving Credit Loans" and
"Letters of Credit" (each as defined in the Existing Credit Agreement)
outstanding under the Existing Credit Agreement on the Closing Date shall, for
purposes of this Credit Agreement, be Revolving Credit Loans or Letters of
Credit, as applicable, hereunder, and shall be the joint and several obligations
of each Borrower, whether or not any Borrower was a borrower under the Existing
Credit Agreement. The applicable Banks' interest in such Revolving Credit Loans
and participations in such Letters of Credit shall be reallocated, if necessary,
on the Closing Date in accordance with each Bank's applicable Commitment
Percentage of the Total Revolving Credit Commitment.

                                     J-88-
<PAGE>

      IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
by their duly authorized officers as of the day and year first above written.

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                        The Borrowers:

                        BARNES & NOBLE, INC.
                        BARNES & NOBLE BOOKSELLERS, INC.
                        BARNESANDNOBLE.COM LLC
                        B. DALTON BOOKSELLERS, INC.
                        MARBORO BOOKS CORP.
                        DOUBLEDAY BOOK SHOPS, INC.
                        B&N.COM HOLDING CORP.
                        CCI HOLDINGS, INC.
                        MICHAEL FRIEDMAN PUBLISHING GROUP, INC.
                        BARNES & NOBLE PUBLISHING, INC.
                        J.B. FAIRFAX, INC.
                        B&N GENERAL PARTNER (TEXAS) CORP.
                        B&N LIMITED PARTNER (TEXAS) CORP.
                        BARNES & NOBLE BOOKSELLERS (TEXAS), L.P.
                        SPARKNOTES LLC
                        B&N GAMESTOP HOLDING CORP.
                        STERLING PUBLISHING CO., INC.
                        ALTAMONT PRESS, INC.
                        BARNESANDNOBLE.COM, INC.
                        MARKETING SERVICES (MINNESOTA) CORP.
                        BARNES & NOBLE SERVICES, INC.
                        BARNES & NOBLE BOOKSELLERS (MN), INC.
                        BARNES & NOBLE BOOKQUEST LLC

                                      By:/s/ John Weisenseel
                                         --------------------------------------
                                         Name: John Weisenseel
                                         In his capacity as Vice President and
                                         Treasurer of each of the above-named
                                         corporations and hereunto duly
                                         authorized by each of the above-named
                                         corporations

                                     J-89-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      The Administrative Agent and a Bank:

                                      BANK OF AMERICA, N.A.

                                      By: /s/ David A. Banmiller
                                         ---------------------------------------
                                         Name: DAVID A. BANMILLER
                                         Title: VICE PRESIDENT

                       (Signatures continued on next page)

                                     J-90-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      A Co-Documentation Agent and a Bank:

                                      ING CAPITAL LLC

                                      By:  /s/ Lina A. Garcia
                                         ---------------------------------------
                                         Name: Lina A. Garcia
                                         Title: Vice President

                       (Signatures continued on next page)

                                     J-91-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      A Co-Documentation Agent and a Bank:

                                      WACHOVIA BANK, NATIONAL ASSOCIATION

                                      By: /s/ Denis Waltrich
                                         ---------------------------------------
                                         Name: Denis Waltrich
                                         Title: Associate

                       (Signatures continued on next page)

                                     J-92-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      A Co-Documentation Agent and a Bank:

                                      CITICORP USA, INC.

                                      By: /s/ Robert J. Kane
                                         ---------------------------------------
                                         Name: Robert J. Kane
                                         Title: Director

                       (Signatures continued on next page)

                                     J-93-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      A Co-Documentation Agent and a Bank:

                                       SUNTRUST BANK

                                      By: /s/ Richard C. Wilson
                                         ---------------------------------------
                                         Name: Richard C. Wilson
                                         Title: Director

                       (Signatures continued on next page)

                                     J-94-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   THE BANK OF NEW YORK

                                   By: /s/ Randolph E.J. Medrano
                                      ------------------------------------------
                                      Name: Randolph E.J. Medrano
                                      Title: Vice President

                       (Signatures continued on next page)

                                     J-95-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   WELLS FARGO BANK NA

                                   By: /s/ Peter M. Angelica
                                      -----------------------------------------
                                      Name: Peter M. Angelica
                                      Title: Vice President

                       (Signatures continued on next page)

                                     J-96-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   JP MORGAN CHASE BANK

                                   By: /s/ Rebecca Vogel
                                      ------------------------------------------
                                      Name: REBECCA VOGEL
                                      Title: VICE PRESIDENT

                       (Signatures continued on next page)

                                     J-97-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   SOVEREIGN BANK

                                   By: /s/ Jesse Wong
                                      ------------------------------------------
                                      Name: Jesse Wong
                                      Title: Vice President

                       (Signatures continued on next page)

                                     J-98-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   NATIONAL CITY BANK

                                   By: /s/ Melissa Landay
                                      -----------------------------------------
                                      Name: Melissa Landay
                                      Title: Senior Vice President

                       (Signatures continued on next page)

                                     J-99-
<PAGE>

                         counterpart signature page to

                              Amended and Restated
                   Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions
                                     Bank:

                                   COMERICA BANK

                                   By: /s/ Sarah R. West
                                      ------------------------------------------
                                      Name: Sarah R. West
                                      Title: Account Officer

                       (Signatures continued on next page)

                                     J-100-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   FIFTH THIRD BANK

                                   By: /s/ David C. Melin
                                      ------------------------------------------
                                      Name: David C. Melin
                                      Title: Vice President

                       (Signatures continued on next page)

                                     J-101-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   UNION BANK OF CALIFORNIA, N.A.

                                   By: /s/ Theresa L. Rocha
                                      ------------------------------------------
                                      Name: Theresa L. Rocha
                                      Title: Vice President

                       (Signatures continued on next page)

                                     J-102-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   U.S. BANK NATIONAL ASSOCIATION

                                   By: /s/ Jennifer Thurston
                                      ------------------------------------------
                                      Name: Jennifer Thurston
                                      Title: AVP

                       (Signatures continued on next page)

                                     J-103-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   MANUFACTURERS & TRADERS TRUST
                                   COMPANY

                                   By: /s/ Jennifer G. Erickson
                                      ------------------------------------------
                                      Name: Jennifer G. Erickson
                                      Title: Vice President

                       (Signatures continued on next page)

                                     J-104-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   FIRST HAWAIIAN BANK

                                   By: /s/ Charles L. Jenkins
                                      ------------------------------------------
                                      Name: Charles L. Jenkins
                                      Title: Senior Vice President, Manager

                       (Signatures continued on next page)

                                     J-105-
<PAGE>

                          counterpart signature page to

                              Amended and Restated
                    Revolving Credit and Term Loan Agreement,
                          dated as of August 10, 2004,
                           among Barnes & Noble, Inc.
                 Bank of America, N.A., as Administrative Agent,
                     and certain other Lending Institutions

                                      Bank:

                                   HIBERNIA NATIONAL BANK

                                   By: /s/ Laura K. Watts
                                      ------------------------------------------
                                      Name: Laura K. Watts
                                      Title: Vice President

                                     J-106-
<PAGE>

                                   SCHEDULE 1

                     Commitments and Commitment Percentages

REVOLVING CREDIT LOANS:

<TABLE>
<CAPTION>
                                               Revolving Credit
Bank                                              Commitment      Percentage
----                                           ----------------   ----------
<S>                                            <C>                <C>
BANK OF AMERICA, N.A.                          $     65,000,000      13.00%

PRIMARY CONTACT:
David A. Banmiller, Vice President
901 Main Street, 66th Floor
Dallas, TX  75202
Tel.: (214) 209-0576
Fax: (214) 209-0604
Email:
david.a.banmiller@bankofamerica.com

WACHOVIA BANK, NATIONAL ASSOCIATION            $     45,000,000       9.00%

PRIMARY CONTACT:
Bill Fox, Director
Denis Waltrich, Associate
1339 Chestnut Street PA 4843
Philadelphia, PA  19107
Tel.: (267) 321-6713
Fax: (267) 321-6700
Email: bill.fox@wachovia.com
Email: denis.waltrich@wachovia.com

ING CAPITAL LLC                                $     45,000,000       9.00%

PRIMARY CONTACT:
William B. Redmond, Managing Director
Lina Garcia, Vice President
Consumer Products
1325 Avenue of the Americas, 8th Fl.
New York, NY  10019
Tel.: (646) 424-6639/(646) 424-6404
Fax: (646) 424-6390
Email: bill.redmond@americas.ing.com
lina.garcia@americas.ing.com
</TABLE>

                                     J-107-
<PAGE>

<TABLE>
<S>                                            <C>                   <C>
CITICORP USA, INC.                             $     55,000,000      11.00%

PRIMARY CONTACT:
Robert J. Kane, Director
John Frezoulis
388 Greenwich Street
New York, NY  10013
Tel.: (212) 816-8133
Fax: (212) 816-8301
Email: robert.j.kane@citigroup.com
Email: john.frezoulis@citigroup.com

SUNTRUST BANK                                  $     45,000,000       9.00%

PRIMARY CONTACT:
Richard Wilson, Director
303 Peachtree St. NE
10th floor MC1928
Atlanta, GA  30308
Tel.: (404) 230-5426
Fax: (404) 588-8505
Email: richard.wilson@suntrust.com

WELLS FARGO BANK NA                            $     40,000,000       8.00%

PRIMARY CONTACT:
Peter M. Angelica
Vice President
70 East 55th Street
Mac #N2671-110
New York, NY  10222
Tel.: (212) 836-4141
Fax: (212) 593-5241
Email: angelipm@wellsfargo.com

THE BANK OF NEW YORK                           $     32,500,000       6.50%

PRIMARY CONTACT:
Johna M. Fidanza
Vice President
One Wall Street, 8th Floor
New York, NY  10286
Tel.: (212) 635-7870
Fax: (212) 635-1483
Email: jfidanza@bankofny.com
</TABLE>

                                     J-108-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
JP MORGAN CHASE BANK                           $     25,000,000       5.00%

PRIMARY CONTACT:
Rebecca Vogel
Vice President
277 Park Avenue
22nd Floor
New York, NY  10172
Tel.: (212) 622-3618
Fax: (646)534-0691
Email: rebecca.vogel@jpmorgan.com

SOVEREIGN BANK                                 $     25,000,000       5.00%

PRIMARY CONTACT:
Jesse Wong
Vice President
75 State Street
MA1SST04-10 Boston
Boston, MA  02109
Tel.: (617) 346-7334
Fax: (617) 346-7330
Email: jwong@sovereignbank.com

NATIONAL CITY BANK                             $     20,000,000       4.00%

PRIMARY CONTACT:
Thomas J. McDonnell
Senior Vice President
One South Broad Street
14th Floor
Philadelphia, PA  19107
Tel.:  (267) 256-4041
Fax:  (267) 256-4001
Email:  thomas.mcdonnell
@nationalcity.com

FIFTH THIRD BANK                               $     20,000,000       4.00%

PRIMARY CONTACT:
John Chapman
Assistant Vice President
38 Fountain Square Plaza
Cincinnati, OH  45263
Tel.: (513) 534-5295
Fax: (513) 534-5947
Email: john.chapman@53.com
</TABLE>

                                     J-109-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
MANUFACTURERS & TRADERS CORP.                  $     20,000,000       4.00%

PRIMARY CONTACT:
Tim Avendt, Vice President
Jennifer Erickson, Vice President
25 S. Charles Street, 18th Floor
Baltimore, MD 21201
Tel.: (410) 244-3884
Fax: (410) 545-2047
Email: tavendt@mandtbank.com

U.S. BANK NATIONAL ASSOCIATION                 $     15,000,000       3.00%

PRIMARY CONTACT:
Jennifer Thurston
Assistant Vice President
One US Bank Plaza
Mail Code:  SL-MO-T12M
St. Louis, MO  63101
Tel.: (314) 418-1513
Fax: (314) 418-3859
Email: jennifer.thurston@usbank.com

COMERICA BANK                                  $     15,000,000       3.00%

PRIMARY CONTACT:
Sarah West
Account Officer
U.S. Banking/East
500 Woodward Avenue
9th Floor, MC 3279
Detroit, MI  48275-3279
Tel.: (313) 222-3647
Fax: (313) 222-3330
Email: sarah_r_west@comerica.com

FIRST HAWAIIAN BANK                            $     10,000,000       2.00%

PRIMARY CONTACT:
Charles L. Jenkins
Vice President/Manager
999 Bishop Street, 11th Floor
Honolulu, HI  96813
Tel.: (808) 525-6289
Fax: (808) 525-6372
Email: charles.jenkins@fhwn.com
</TABLE>

                                     J-110-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
UNION BANK OF CALIFORNIA, N.A.                 $     15,000,000       3.00%

PRIMARY CONTACT:
Theresa Rocha
Vice President
350 California Street
San Francisco, CA 94104
Tel.: (415) 705-7594
Fax: (415) 705-7085
Email: theresa.rocha@uboc.com

HIBERNIA NATIONAL BANK                         $      7,500,000       1.50%

PRIMARY CONTACT:
Karen Deblieux
Senior Vice President
313 Carondelet Street
6th Floor
New Orleans, LA  70130
Tel.: (504) 533-5490
Fax: (504) 533-5344
Email: kdeblieux@hibernia.com
TOTAL                                          $ 500,000,000.00     100.00%
</TABLE>

TERM LOAN A:

<TABLE>
<CAPTION>
                                                 Term Loan A
Bank                                              Commitment      Percentage
----                                           ----------------   ----------
<S>                                            <C>                <C>
BANK OF AMERICA, N.A.                          $     25,000,000      10.20%

PRIMARY CONTACT:
David A. Banmiller, Vice President
901 Main Street, 66th Floor
Dallas, TX  75202
Tel.: (214) 209-0576
Fax: (214) 209-0604
Email: david.a.banmiller@bankofamerica.com

WACHOVIA BANK, NATIONAL ASSOCIATION            $     20,000,000       8.16%

PRIMARY CONTACT:
Bill Fox, Director
Denis Waltrich, Associate
1339 Chestnut Street PA 4843
</TABLE>

                                     J-111-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
Philadelphia, PA  19107
Tel.: (267) 321-6713
Fax: (267) 321-6700
Email: bill.fox@wachovia.com
Email: denis.waltrich@wachovia.com

ING CAPITAL LLC                                $     20,000,000       8.16%

PRIMARY CONTACT:
William B. Redmond, Managing Director
Lina Garcia, Vice President
1325 Avenue of the Americas, 8th Fl.
New York, NY  10019
Tel.: (646) 424-6639/(646) 424-6404
Fax: (646) 424-6390
Email: bill.redmond@americas.ing.com
lina.garcia@americas.ing.com

CITICORP USA, INC.                             $     10,000,000       4.08%

PRIMARY CONTACT:
Robert J. Kane, Director
John Frezoulis
388 Greenwich Street
New York, NY  10013
Tel.: (212) 816-8133
Fax: (212) 816-8301
Email: robert.j.kane@citigroup.com
Email: john.frezoulis@citigroup.com

SUNTRUST BANK                                  $     23,000,000       9.39%

PRIMARY CONTACT:
Richard Wilson, Director
303 Peachtree St. NE
10th floor MC1928
Atlanta, GA  30308
Tel.: (404) 230-5426
Fax: (404) 588-8505
Email: richard.wilson@suntrust.com

THE BANK OF NEW YORK                           $     18,000,000       7.35%

PRIMARY CONTACT:
</TABLE>

                                     J-112-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
Johna M. Fidanza
Vice President
One Wall Street, 8th Floor
New York, NY  10286
Tel.: (212) 635-7870
Fax: (212) 635-1483
Email:jfidanza@bankofny.com

JP MORGAN CHASE BANK                           $     18,000,000       7.35%

PRIMARY CONTACT:
Rebecca Vogel
Vice President
277 Park Avenue
22nd Floor
New York, NY  10172
Tel.: (212) 622-3618
Fax: (646) 534-0691
Email: rebecca.vogel@jpmorgan.com

SOVEREIGN BANK                                 $     15,000,000       6.12%

PRIMARY CONTACT:
Jesse Wong
Vice President
75 State Street
MA1SST04-10 Boston
Boston, MA  02109
Tel.: (617) 346-7334
Fax: (617) 346-7330
Email: jwong@sovereignbank.com

NATIONAL CITY BANK                             $     18,000,000       7.35%

PRIMARY CONTACT:
Thomas J. McDonnell
Senior Vice President
One South Broad Street
14th Floor
Philadelphia, PA  19107
Tel.:  (267) 256-4041
Fax:  (267) 256-4001
Email:  thomas.mcdonnell
@nationalcity.com

FIFTH THIRD BANK                               $     15,000,000       6.12%
</TABLE>

                                     J-113-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
PRIMARY CONTACT:
John Chapman
Assistant Vice President
38 Fountain Square Plaza
Cincinnati, OH  45263
Tel.: (513) 534-5295
Fax: (513) 534-5947
Email: john.chapman@53.com

MANUFACTURERS & TRADERS CORP.                  $     15,000,000       6.12%

PRIMARY CONTACT:
Tim Avendt, Vice President
Jennifer Erickson, Vice President
25 S. Charles Street, 18th Floor
Baltimore, MD 21201
Tel.: (410) 244-3884
Fax: (410) 545-2047
Email: tavendt@mandtbank.com

U.S. BANK NATIONAL ASSOCIATION                 $     15,000,000       6.12%

PRIMARY CONTACT:
Jennifer Thurston
Assistant Vice President
One US Bank Plaza
Mail Code:  SL-MO-T12M
St. Louis, MO  63101
Tel.: (314) 418-1513
Fax: (314) 418-3859
Email: jennifer.thurston@usbank.com

COMERICA BANK                                  $     15,000,000       6.12%

PRIMARY CONTACT:
Sarah West
Account Officer
U.S. Banking/East
500 Woodward Avenue
9th Floor, MC 3279
Detroit, MI  48275-3279
Tel.: (313) 222-3647
Fax: (313) 222-3330
Email: sarah_r_west@comerica.com

UNION BANK OF CALIFORNIA, N.A.                 $     18,000,000       7.35%

PRIMARY CONTACT:
</TABLE>

                                     J-114-
<PAGE>


<TABLE>
<S>                                            <C>                <C>
Theresa Rocha
Vice President
350 California Street
San Francisco, CA 94104
Tel.: (415) 705-7594
Fax: (415) 705-7085
Email: theresa.rocha@uboc.com
TOTAL                                          $ 245,000,000.00     100.00%
</TABLE>

TOTAL COMMITMENT:

<TABLE>
<CAPTION>
Bank                                           Total Commitment   Percentage
----                                           ----------------   ----------
<S>                                            <C>                <C>
BANK OF AMERICA, N.A.                          $     90,000,000     12.08%

WACHOVIA BANK, NATIONAL ASSOCIATION            $     65,000,000      8.72%

ING CAPITAL LLC                                $     65,000,000      8.72%

CITICORP USA, INC.                             $     65,000,000      8.72%

SUNTRUST BANK                                  $     68,000,000      9.13%

WELLS FARGO BANK NA                            $     40,000,000      5.37%

THE BANK OF NEW YORK                           $     50,500,000      6.78%

JP MORGAN CHASE BANK                           $     43,000,000      5.77%

SOVEREIGN BANK                                 $     40,000,000      5.37%

NATIONAL CITY BANK                             $     38,000,000      5.10%

FIFTH THIRD BANK                               $     35,000,000      4.70%

MANUFACTURERS AND TRADERS TRUST COMPANY        $     35,000,000      4.70%

U.S. BANK, NATIONAL ASSOCIATION                $     30,000,000      4.03%

COMERICA BANK                                  $     30,000,000      4.03%

FIRST HAWAIIAN BANK                            $     10,000,000      1.34%
</TABLE>

                                     J-115-
<PAGE>

<TABLE>
<S>                                            <C>                <C>
UNION BANK OF CALIFORNIA, N.A.                 $     33,000,000       4.43%

HIBERNIA NATIONAL BANK                         $      7,500,000       1.01%

TOTAL                                          $ 745,000,000.00     100.00%
</TABLE>

                                     J-116-