Exhibit 10.1





Exhibit 10.1




RESTRUCTURING AND SUPPORT AGREEMENT




This RESTRUCTURING AND SUPPORT AGREEMENT (this “Agreement”)1 is made and
entered into as of June 26, 2011, by and among: (i) Nebraska Book Company, Inc. (“NBC”);
Campus Authentic LLC; College Bookstores of America, Inc.; NBC Acquisition Corp. (“NBC
Acquisition Corp.”); NBC Holdings Corp. (“NBC Holdings”); NBC Textbooks LLC; Net
Textstore LLC; and Specialty Books, Inc. (collectively, the “Company”); (ii) the
undersigned holders of NBC’s 8.625% Notes (each such holder, a “Consenting 8.625%
Noteholder”); and (iii) the undersigned holders of NBC’s 11.0% AcqCo Notes (each such holder, a
“Consenting AcqCoNoteholder”) (each of the foregoing, a “Party” and, collectively,
the “Parties”). Each Consenting 8.625% Noteholder and each Consenting AcqCo Noteholder
(collectively, the “Consenting Parties”) shall be referred to herein as the “Plan
Support Parties.”



RECITALS




WHEREAS, the Company and the Plan Support Parties are negotiating restructuring and
recapitalization transactions (collectively, the “Restructuring Transactions”), pursuant to
the terms and conditions set forth in the Plan of Reorganization and in this Agreement, with
respect to the capital structure of the Company, including: (a) the Company’s obligations under (i)
NBC’s 8.625% Notes and (ii) NBC’s AcqCo Notes (collectively, the “Claims”); and



WHEREAS, the Company intends to implement a restructuring that implements and is otherwise
materially consistent with the terms and conditions set forth in the Plan of Reorganization and in
this Agreement by (i) consummating an out-of-court restructuring (an “Out-of-Court
Restructuring”) or (ii) commencing voluntary cases under chapter 11 of title 11 of the United
States Code, 11 U.S.C. §§ 101—1532 (the “Bankruptcy Code”), in the United States
Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) to effect the
Restructuring Transactions pursuant to the Plan of Reorganization and any and all amendments to the
Plan of Reorganization shall be reasonably satisfactory to the Consenting Parties, provided,
however that any amendments to the Plan of Reorganization that will affect the nature, value, or
form of the recovery to (a) the Holders of 8.625% Notes, shall be satisfactory to the Consenting
8.625% Noteholders, and (b) the Holders of AcqCo Notes shall be satisfactory to the Consenting
AcqCo Noteholders (an “In-Court Restructuring” and, together with an Out-of-Court
Restructuring, the “Restructuring”).



NOW, THEREFORE, in consideration of the covenants and agreements contained herein, and for
other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each
Party, intending to be legally bound hereby, agrees as follows:




 





	 	 	 
	1	 	Capitalized terms used and not otherwise defined herein shall have
the meanings ascribed to such terms in the prearranged chapter 11 plan of
reorganization (the “Plan of Reorganization”), which shall be in form
and substance materially consistent with the draft Plan of Reorganization
attached hereto as Exhibit B.




 


 









 





AGREEMENT




Section 1. Agreement Effective Date. This Agreement shall become effective and binding upon each
of the Parties at 12:01 a.m., prevailing Eastern Time, on the first day immediately following the
date on which:



(a) the following conditions have been satisfied: (i) the Company has executed and delivered
counterpart signature pages of this Agreement to counsel to the Consenting 8.625% Noteholders, and
to counsel to the Consenting AcqCo Noteholders; (ii) holders of (A) at least two-thirds in amount
in the event of an In-Court Restructuring or (B) 100% in amount in the event of an Out-of-Court
Restructuring of outstanding 8.625% Notes Claims shall have executed and delivered to the Company
counterpart signature pages of this Agreement; and (iii) holders of (A) at least two-thirds in
amount in the event of an In-Court Restructuring or (B) more than 50% in amount in the event of an
Out-of-Court Restructuring of outstanding AcqCo Notes Claims shall have executed and delivered to
the Company counterpart signature pages of this Agreement; and



(b) the Company has given notice to counsel to the Consenting 8.625% Noteholders, and counsel
to the Consenting AcqCo Noteholders in accordance with Section 8.10 hereof that the conditions in
(a)(i) through (iii) have been satisfied and this Agreement is effective (the “Agreement
Effective Date”).



Section 2. Plan of Reorganization. The Plan of Reorganization is expressly incorporated herein and
is made part of this Agreement. The general terms and conditions of the Restructuring Transactions
are set forth in the Plan of Reorganization; provided, however, that the Plan of Reorganization is
supplemented by the terms and conditions of this Agreement. In the event of any inconsistencies
between the terms of the Plan of Reorganization and this Agreement, the Plan of Reorganization
shall govern.



Section 3. Commitments Regarding the Restructuring Transactions.



3.01. Agreement to Support.



(a) As long as this Agreement has not been terminated in accordance with the terms hereof,
each of the Plan Support Parties agrees that it shall, subject to the receipt by such Plan Support
Party of a disclosure statement and other solicitation materials in respect of the Restructuring,
which disclosure statement and solicitation materials reflect in all material respects the
agreement set forth in this Agreement, including the Plan of Reorganization and, in the event of an
In-Court Restructuring, such disclosure statement and other solicitation materials have been
approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code (collectively, the
“Solicitation Materials”):



(i) vote its Claims (inclusive of any Claim acquired pursuant to Section 3.03 hereof;
provided, however, that as used herein, “Claims” shall not include any claim held by a
Consenting Party in a fiduciary or similar capacity or held by any other business unit of such
Consenting Party, unless such business unit is or becomes a party to this Agreement) to accept the
Restructuring by delivering its duly executed and completed ballot accepting the
Restructuring on a timely basis following the commencement of the solicitation and its actual
receipt of the Solicitation Materials and ballot;


 


2









 






(ii) not change or withdraw (or cause to be changed or withdrawn) such vote; and



(iii) not, in its capacity as a Consenting Party, or in any other capacity, in any material
respect, (A) object to, delay, impede, or take any other action to interfere with acceptance or
implementation of the Restructuring or (B) propose, file, support, or vote for any restructuring,
workout, or plan of reorganization for the Company other than the Restructuring; provided, however,
that, except as otherwise set forth in this Agreement, the foregoing prohibition will not limit any
Plan Support Parties’ rights under any applicable indenture, credit agreement, other loan document,
and/or applicable law to appear and participate as a party in interest in any matter to be
adjudicated in any case under the Bankruptcy Code concerning the Company, so long as such
appearance and the positions advocated in connection therewith are not materially inconsistent with
the Plan of Reorganization, this Agreement, or the Restructuring and does not directly and
unreasonably hinder, delay, or prevent consummation of the Restructuring Transactions contemplated
by the Plan of Reorganization; provided, further, that any delay or other impact on consummation of
the Restructuring Transactions contemplated by the Plan of Reorganization caused by a Consenting
Party’s opposition to (i) any relief that is inconsistent with such Restructuring Transactions,
(ii) a motion by the Company to enter into a material executory contract, lease or other
arrangement outside of the ordinary course of its business without obtaining the prior consent of
the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders, or (iii) any relief that is
adverse to interests of the Consenting Holders sought by the Company (or any other party) shall not
violate this Section 3.01(iii) (each of (i) through (iii), a “Permitted Delay”); provided,
further, that to the extent any such actions by a Consenting Party are adjudicated to be
inconsistent with this Agreement, the Company may enforce the Consenting Party’s obligations
hereunder, including pursuant to Section 8.13 of this Agreement; provided, further, that the
deadlines set forth in Sections 6.04(a)(iii), 6.04(f), 6.04(g) and 6.04(h), to the extent that they
have not already expired, may be tolled by the Company, in consultation with the Consenting 8.625%
Noteholders and the Consenting AcqCo Noteholders, for an appropriate amount of time to account for
such Permitted Delay.



3.02. Commitment of Company. The Company shall (a) support and complete the
Restructuring Transactions on the terms set forth in the Plan of Reorganization, (b) do all things
necessary and appropriate in furtherance of the Restructuring Transactions embodied in the Plan of
Reorganization, including, without limitation (i) in the event of an In-Court Restructuring,
commencing the chapter 11 cases on or before June 30, 2011 (the “Outside Petition Date,”
and the actual commencement date, the “Petition Date”), (ii) in the event of an In-Court
Restructuring, taking all steps reasonably necessary to obtain an order of the Bankruptcy Court,
that is reasonably satisfactory in form and substance to the counsel for the Consenting 8.625%
Noteholders and counsel to the Consenting AcqCo Noteholders, confirming the Plan of Reorganization
on or before the deadlines set forth in this Agreement, and (iii) taking all steps reasonably
necessary and desirable to cause the effective date of the Restructuring to occur on or before the
deadlines set forth in this Agreement, (c) seek promptly and obtain any and all required regulatory
and/or third-party approvals for the Restructuring Transactions embodied in the Plan of
Reorganization, (d) not take any action that is inconsistent with, or is intended or is reasonably


 


3









 






likely to interfere with consummation of, the Restructuring and the Restructuring
Transactions embodied in the Plan of Reorganization, (e) operate its business in the ordinary
course based on historic practices and the operations contemplated pursuant to the Company’s
business plan, taking into account the Out-of-Court Restructuring or the In-Court Restructuring, as
the case may be, (f) provide a weekly report of all amounts paid pursuant to any “first day” order
to counsel for the Ad Hoc 8.25% Noteholders and counsel for the JPMorgan Noteholders, beginning on
July 7, 2011, and each Thursday thereafter until entry of the Confirmation Order, and (g) if a
member of the Company’s management knows of a breach by the Company in any material respect of any
of the obligations, representations, warranties, or covenants of the Company set forth in this
Agreement, furnish prompt written notice (and in any event within three business days of such
actual knowledge) to counsel to the Consenting 8.625% Noteholders and counsel to the Consenting
AcqCo Noteholders.



3.03. Transfer of Interests and Securities. Except as expressly provided herein, this
Agreement shall not in any way restrict the right or ability of any Consenting Party to sell, use,
assign, transfer, or otherwise dispose of (“Transfer”) any of the Claims or Equity Security
Interests; provided, however, that for the period commencing as of the date such Consenting Party
executes this Agreement until termination of this Agreement pursuant to the terms hereof (such
period, the “Restricted Period”), no Consenting Party shall Transfer any Claims or Equity
Security Interests and any purported Transfer of any Claims or Equity Security Interests shall be
void and without effect, unless (a) the transferee is a Consenting Party or (b) if the transferee
is not a Consenting Party prior to the Transfer, such transferee delivers to the Company, at or
prior to the time of the proposed Transfer, an executed copy of Exhibit A attached hereto
pursuant to which such Transferee shall assume all obligations of the Consenting Party transferor
hereunder in respect of the Claims or Equity Security Interests being transferred (such transferee,
if any, to also be a Consenting 8.625% Noteholder, or a Consenting AcqCo Noteholder, as applicable,
hereunder). This Agreement shall in no way be construed to preclude the Consenting Parties from
acquiring additional Claims or Equity Security Interests; provided, however, that (a) any
Consenting Party that acquires additional Claims or Equity Security Interests after executing this
Agreement shall notify the Company, counsel to the Consenting 8.625% Noteholders, and counsel to
the Consenting AcqCo Noteholders of such acquisition within three business days after the closing
of such trade and (b) additional Claims and Equity Security Interests shall automatically and
immediately upon acquisition by a Consenting Party be deemed subject to all of the terms of this
Agreement whether or not notice is given to the Company, counsel to the Consenting 8.625%
Noteholders, and counsel to the Consenting AcqCo Noteholders of such acquisition. This Section
3.03 shall not impose any obligation on (a) the Company to issue any “cleansing letter” or
otherwise publicly disclose information for the purpose of enabling a Consenting Party to Transfer
any Claims or Equity Security Interests or (b) the counsel to the Consenting 8.625% Noteholders,
and counsel to the Consenting AcqCo Noteholders to monitor or enforce the provisions of this
Section 3.03 as they relate to the Consenting Parties.



3.04. Representation of Consenting 8.625% Noteholders. Each of the Consenting 8.625%
Noteholders severally and not jointly represents and warrants that, as of the date such Consenting
8.625% Noteholder executes and delivers this Agreement:



(a) it is the beneficial owner of the face amount of the 8.625% Notes Claims, or is the
nominee, investment manager, or advisor for beneficial holders of the 8.625% Notes Claims, as
reflected in such Consenting 8.625% Noteholder’s signature block to this Agreement, which
amount the Company and each Consenting 8.625% Noteholder understands and acknowledges is
proprietary and confidential to such Consenting 8.625% Noteholder;


 


4









 






(b) with respect to:



(i) the 8.625% Notes held by the Ad Hoc 8.625% Noteholders and the 8.625% Notes held by the
JPMorgan Noteholder which are designated as notes held in proprietary accounts in the signature
block to this Agreement (the “JPM Proprietary Notes”), other than pursuant to this
Agreement, such 8.625% Notes Claims held by the Consenting 8.625% Noteholders reflected in the
signature block to this Agreement are free and clear of any pledge, lien, security interest,
charge, claim, equity, option, proxy, voting restriction, right of first refusal or other
limitation on disposition, or encumbrances of any kind (collectively, “Encumbrances”), that
would adversely affect in any material way such Consenting 8.625% Noteholder’s performance of its
obligations contained in this Agreement at the time such obligations are required to be performed;



(ii) the 8.625% Notes held by the JPMorgan Noteholder which are not JPM Proprietary Notes, the
JPMorgan Noteholder has not taken any action to create any Encumbrances on such 8.625% Notes Claims
that would adversely affect in any material way the JPMorgan Noteholder’s performance of its
obligations contained in this Agreement at the time such obligations are required to be performed,
and the JPMorgan Noteholder has no knowledge of any such Encumbrances; and



(c) (i) it is either (a) a qualified institutional buyer as defined in Rule 144A of the
Securities Act of 1933, as amended (the “Securities Act”) or (b) an institutional
accredited investor (as defined in Rule 501(a)(1), (2), (3), or (7) under the Securities Act
(collectively, the “Rules”)) and (ii) any securities acquired by the Consenting 8.625%
Noteholders in connection with the transactions described herein will not have been acquired with a
view to distribution.



3.05. Representations of Consenting AcqCo Noteholders. Each of the Consenting AcqCo
Noteholders severally and not jointly represents and warrants that, as of the date such Consenting
AcqCo Noteholder executes and delivers this Agreement:



(a) it is the beneficial owner of the face amount of the AcqCo Notes Claims, or is the
nominee, investment manager, or advisor for beneficial holders of the AcqCo Notes Claims, as
reflected in such Consenting AcqCo Noteholder’s signature block to this Agreement, which amount the
Company and each Consenting AcqCo Noteholder understands and acknowledges is proprietary and
confidential to such Consenting AcqCo Noteholder;




(b) with respect to:



(i) the AcqCo Notes held by the Ad Hoc 8.625% Noteholders and the AcqCo Notes which are JPM
Proprietary Notes, other than pursuant to this Agreement, such AcqCo Notes Claims held by the
Consenting AcqCo Noteholders reflected in the signature block to this Agreement are free and clear
of any Encumbrances that would adversely affect in any material way such Consenting AcqCo
Noteholder’s performance of its obligations contained in this Agreement at the time such
obligations are required to be performed;


 


5









 





(ii) the AcqCo Notes held by the JPMorgan Noteholder which are not JPM Proprietary Notes, the
JPMorgan Noteholder has not taken any action to create any Encumbrances on such AcqCo Notes Claims
that would adversely affect in any material way the JPMorgan Noteholder’s performance of its
obligations contained in this Agreement at the time such obligations are required to be performed,
and the JPMorgan Noteholder has no knowledge of any such Encumbrances; and



(c) (i) it is either (a) a qualified institutional buyer as defined in Rule 144A of the
Securities Act or (b) an institutional accredited investor (as defined in the Rules) and (ii) any
securities acquired by the Consenting AcqCo Noteholder in connection with the transactions
described herein will not have been acquired with a view to distribution.



Section 4. Certain Additional Chapter 11 Related Matters. In the event of an In-Court
Restructuring, the Company shall provide draft copies of all “first day” motions or applications
and other documents the Company intends to file with the Bankruptcy Court to counsel to the
Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders at least three
business days prior to the date when the Company intends to file such document and shall consult in
good faith with such counsel regarding the form and substance of any such proposed filing with the
Bankruptcy Court. The Company will use its reasonable best efforts to provide draft copies of all
other pleadings the Company intends to file with the Bankruptcy Court to counsel to the Consenting
8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders at least two days prior to
filing such pleading and shall consult in good faith with such counsel regarding the form and
substance of any such proposed pleading.



Section 5. Mutual Representations, Warranties, and Covenants. Each of the Parties, severally and
not jointly, represents, warrants, and covenants to each other Party, as of the date of this
Agreement, as follows (each of which is a continuing representation, warranty, and covenant):



5.01. Enforceability. It is validly existing and in good standing under the laws of
the state of its organization, and this Agreement is a legal, valid, and binding obligation of such
Party, enforceable against it in accordance with its terms, except as enforcement may be limited by
applicable laws.



5.02. No Consent or Approval. Except as expressly provided in this Agreement or the
Bankruptcy Code, no consent or approval is required by any other person or entity in order for it
to carry out the Restructuring Transactions contemplated by, and perform the respective obligations
under, this Agreement.



5.03. Power and Authority. Except as expressly provided in this Agreement, it has all
requisite power and authority to enter into this Agreement and to carry out the Restructuring
Transactions contemplated by, and perform its respective obligations under, this Agreement.



5.04. Authorization. The execution and delivery of this Agreement and the performance
of its obligations hereunder have been duly authorized by all necessary action on its part.


 


6









 





5.05. Representation by Counsel. It has been represented by counsel in connection
with this Agreement and the transactions contemplated by this Agreement.



5.06. Actions under this Agreement. It is not aware of the occurrence of any event
that, due to any fiduciary or similar duty to any other person, would prevent it from taking any
action required of it under this Agreement.



Section 6. Termination Events.




6.01. Consenting Party Termination Events. This Agreement may be terminated by the
delivery to the Company and, as applicable, the Consenting 8.625% Noteholders or the Consenting
AcqCo Noteholders, of a written notice in accordance with Section 8.10 hereof by (i) by (x)
Consenting 8.625% Noteholders holding no less than a majority in principal amount of the 8.625%
Notes Claims held at such time by the Consenting Ad Hoc 8.625% Noteholders and (y) the JPMorgan
Noteholders (together with the parties required by the preceding clause (x), the “Requisite
Consenting 8.625% Noteholders”); provided, however, that in the event either the Ad Hoc 8.625%
Noteholders, in aggregate, or the JPMorgan Noteholders, in aggregate, cease to hold at least 90% in
principal amount of the 8.625% Notes Claims reflected in their respective signature blocks to this
Agreement, the Requisite Consenting 8.625% Noteholders shall be, for all purposes, Consenting
8.625% Noteholders holding no less than two-thirds in principal amount of the 8.625% Notes Claims
held at such time by the Consenting 8.625% Noteholders, which amount must include the JPMorgan
Noteholders for so long as the JPMorgan Noteholders hold at least 33.3% in principal amount of the
aggregate 8.625% Notes Claims or (ii) by the Consenting AcqCo Noteholders holding no less than
two-thirds in principal amount of the AcqCo Notes Claims held at such time by the Consenting AcqCo
Noteholders (the “Requisite Consenting AcqCo Noteholders”) (unless otherwise provided in
this Section 6.01), each in the exercise of its sole discretion, upon the occurrence and
continuation of any of the following events (each a “Consenting Party Termination Event”):



(a) the exit financing (including the related credit documents) obtained by the Company is not
in form and substance reasonably satisfactory to counsel to the Consenting 8.625% Noteholders and
to counsel to the Consenting AcqCo Noteholders; provided, that if the exit financing contains terms
less favorable to the Company and its creditors than those evidenced in Exhibit D hereto,
such terms must be satisfactory to counsel to the Consenting 8.625% Noteholders and to counsel to
the Consenting AcqCo Noteholders; provided, further the Company shall provide the Consenting 8.625%
Noteholders and the Consenting AcqCo Noteholders with copies of the material documents relating to
the exit financing (including the related credit documents) no less than seven business days prior
to the deadline for voting on any plan of reorganization (the “Voting Deadline”);



(b) other than with respect to the covenant and agreement in Section 3.02(g) of this
Agreement, the breach in any material respect by the Company of any of the obligations,
representations, warranties, or covenants of the Company set forth in this Agreement; provided,
however, that the Company shall have five business days to cure any such breach after receipt of
the notice delivered in accordance with Section 8.10 of this Agreement (the “Cure Period”);
provided, further, that if the Voting Deadline or any hearing concerning the confirmation of any
plan of reorganization (the “Confirmation Hearing”) will occur during the Cure Period, then
the Cure Period shall be shall be reduced to one business day prior to such Voting Deadline or
Confirmation Hearing, as applicable;


 


7









 





(c) failure to duly observe and perform the covenant and agreement contained in Section
3.02(g) of this Agreement;



(d) the issuance by any governmental authority, including any regulatory authority or court of
competent jurisdiction, of any ruling or order enjoining the consummation of the Restructuring
Transactions in a way that cannot be reasonably remedied by the Company in a manner that is
reasonably satisfactory to the Consenting Parties prior to the Voting Deadline;



(e) in the event of an In-Court Restructuring, the conversion of one or more of the chapter 11
cases to a case under chapter 7 of the Bankruptcy Code, unless such conversion is made with the
prior written consent of counsel to the Consenting 8.625% Noteholders and counsel to the Consenting
AcqCo Noteholders;



(f) in the event of an In-Court Restructuring, the appointment of a trustee, receiver, or
examiner with expanded powers in one or more of the chapter 11 cases, unless such appointment is
made with the prior written consent of counsel to the Consenting 8.625% Noteholders and counsel to
the Consenting AcqCo Noteholders;



(g) in the event of an In-Court Restructuring, the amendment, modification, or filing of a
pleading by the Company seeking to amend or modify the Plan of Reorganization, Solicitation
Materials, or any documents related to the foregoing, including motions, notices, exhibits,
appendices, and orders, in a manner not reasonably satisfactory to counsel to the Consenting 8.625%
Noteholders or counsel to the Consenting AcqCo Noteholders; provided, however, that any amendments
to the Plan of Reorganization that will affect the nature, value or form of the recovery to (a) the
Holders of 8.625% Notes, shall be satisfactory to the Consenting 8.625% Noteholders, and (b) the
Holders of AcqCo Notes shall be satisfactory to the Consenting AcqCo Noteholders;



(h) in the event of an In-Court Restructuring, the Company files any motion or pleading with
the Bankruptcy Court that is inconsistent in any material respect with this Agreement or the Plan
of Reorganization and such motion or pleading has not been withdrawn prior to the earlier of (i)
three business days of the Company receiving written notice in accordance with Section 8.10 hereof
from either counsel to the Consenting 8.625% Noteholders or counsel to the Consenting AcqCo
Noteholders that such motion or pleading violates this section 6.01(h), (ii) entry of an order of
the Bankruptcy Court approving such motion and three business days prior to the Voting Deadline; or



(i) in the event of an In-Court Restructuring, the debtor-in-possession financing (including
the related credit documents; the “DIP Facility”) obtained by the Company is materially
inconsistent in substance and form with the draft agreement provided on June 26, 2011 or is
otherwise amended during such In-Court Restructuring in a manner that is not reasonably
satisfactory to counsel to the Consenting 8.625% Noteholders and counsel to the Consenting AcqCo
Noteholders; provided, however, that any amendments to the DIP Facility that (i) will affect the
nature, value or form of the recovery to (a) the Holders of 8.625% Notes,
shall be satisfactory to the Consenting 8.625% Noteholders, and (b) the Holders of AcqCo Notes
shall be satisfactory to the Consenting AcqCo Noteholders.


 


8









 





6.02. Company Termination Events. The Company may terminate this Agreement as to all
Parties upon prior written notice, delivered in accordance with Section 8.10 hereof, upon the
occurrence of any of the following events (each, a “Company Termination Event”): (a) the
material breach by any of the Plan Support Parties of any of the representations, warranties, or
covenants of such Plan Support Parties set forth in this Agreement that would have a material
adverse impact on the Company (taken as a whole) or the consummation of the Restructuring
Transactions (taken as a whole) that remains uncured for a period of three business days after the
receipt by the Plan Support Parties of written notice of such breach from the Company; (b) the
board of directors of the Company reasonably determines based upon the advice of counsel that
proceeding with the Restructuring Transactions would be inconsistent with the exercise of its
fiduciary duties; or (c) the issuance by any governmental authority, including any regulatory
authority or court of competent jurisdiction, of any final, non-appealable ruling or order
enjoining the consummation of a material portion of the Restructuring Transactions.



6.03. Mutual Termination. This Agreement, and the obligations of all Parties
hereunder, may be terminated by mutual agreement among (a) the Company, (b) the Requisite
Consenting 8.625% Noteholders, and (c) the Requisite Consenting AcqCo Noteholders.



6.04. Automatic Termination. This Agreement, and the obligations of all Parties
hereunder, shall terminate automatically without any further required action or notice:



(a) failure of the Company to (i) complete an Out-of-Court Restructuring by October 18, 2011;
(ii) commence an In-Court Restructuring on or before the Outside Petition Date, or (iii) complete a
Restructuring by November 3, 2011;



(b) in the event of an In-Court Restructuring, the Bankruptcy Court’s interim order
authorizing the Company to enter into the DIP Facility, in form and substance reasonably
satisfactory to counsel to the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo
Noteholders (provided, however that any provision of the interim order that will affect the nature,
value or form of the recovery to (a) the Holders of 8.625% Notes, shall be satisfactory to the
Consenting 8.625% Noteholders, and (b) the Holders of AcqCo Notes shall be satisfactory to the
Consenting AcqCo Noteholders) shall not have been entered by the Bankruptcy Court within five days
following the Petition Date;



(c) in the event of an In-Court Restructuring, failure of the Company to file with the
Bankruptcy Court a Plan of Reorganization within 5 days after the Petition Date and related
disclosure statement within 20 days after the Petition Date, each of which shall be in form and
substance materially consistent with the draft Plan of Reorganization attached hereto as
Exhibit B, with this Agreement and the Plan of Reorganization and any amendments thereto
shall be in a form and substance reasonably satisfactory to the Requisite Consenting 8.625%
Noteholders and the Requisite Consenting AcqCo Noteholders; provided, however that any amendments
to the Plan of Reorganization that will affect the nature, value or form of the recovery to (a) the
Holders of 8.625% Notes, shall be satisfactory to the Consenting 8.625% Noteholders, and (b) the
Holders of AcqCo Notes shall be satisfactory to the Consenting AcqCo Noteholders;


 


9









 





(d) in the event of an In-Court Restructuring, the Plan of Reorganization provides for cash
payment with respect to General Unsecured Claims that are not paid as ordinary course obligations
of the Company, including relief requested in interim and final “first day” orders (collectively,
the “First Day Relief”), in an aggregate amount greater than $30 million; provided,
however, that to the extent the Bankruptcy Court denies any portion of the First Day Relief, such
$30 million cap shall be increased on a dollar-for-dollar basis by the amount of First Day Relief
denied by the Bankruptcy Court;



(e) in the event of an In-Court Restructuring, the Bankruptcy Court’s final order authorizing
the Company to enter into the DIP Facility, in form and substance reasonably satisfactory to
counsel to the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders
(provided, however, that any provision of the final order that will affect the nature, value or
form of the recovery to (a) the Holders of 8.625% Notes, shall be satisfactory to the Consenting
8.625% Noteholders, and (b) the Holders of AcqCo Notes shall be satisfactory to the Consenting
AcqCo Noteholders) shall not have been entered by the Bankruptcy Court within 45 days following the
Petition Date;



(f) in the event of an In-Court Restructuring, the Bankruptcy Court’s orders approving the
Solicitation Materials and setting a hearing to confirm the Plan of Reorganization shall not have
been entered by the Bankruptcy Court within 55 days following the Petition Date or as soon
thereafter as the Bankruptcy Court’s schedule permits;



(g) in the event of an In-Court Restructuring, the Bankruptcy Court’s order confirming the
Plan of Reorganization (the “Confirmation Order”), which Plan of Reorganization or
Confirmation Order shall be reasonably satisfactory to the counsel to the Consenting 8.625%
Noteholders and to counsel to the Consenting AcqCo Noteholders; provided, however that any terms
that will affect the nature, value, or form of the recovery to (i) the Holders of 8.625% Notes,
shall be satisfactory to the Consenting 8.625% Noteholders, and (ii) the Holders of AcqCo Notes
shall be satisfactory to the Consenting AcqCo Noteholders, with all exhibits, appendices, plan
supplement documents (including (A) the New ABL, on the terms materially consistent with
Exhibit C hereto and (B) the New Warrants, on the terms materially consistent with
Exhibit F hereto), and related documents (other than the Shareholders Agreement,
Registration Rights Agreement, New Unsecured Notes (on terms materially consistent with Exhibit
E hereto), and New Unsecured Notes Indenture, which shall be satisfactory in form and substance
to the Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders), which shall be
reasonably satisfactory to the counsel to the Consenting 8.625% Noteholders and to counsel to the
Consenting AcqCo Noteholders; provided, however, that any terms that will affect the nature, value
or form of the recovery to (i) the Holders of 8.625% Notes, shall be satisfactory to the Consenting
8.625% Noteholders, and (ii) the Holders of AcqCo Notes shall be satisfactory to the Consenting
AcqCo Noteholders; and the New Senior Secured Notes Indenture, which shall be reasonably
satisfactory to Consenting 8.625% Noteholders and the Consenting AcqCo Noteholders; provided,
however, if the New Senior Secured Notes Indenture evidences terms less favorable to the Company
and its creditors than those set forth in Exhibit D


 


10









 






hereto, such terms must be satisfactory
to counsel to the Consenting
8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders,
shall not have been entered by the Bankruptcy Court within 60 days after the date that the
Solicitation Materials are approved; provided, however, that so long as the Company is proceeding
in good faith towards
confirmation of the Plan of Reorganization, upon written notice from the Company to counsel to
the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders in accordance
with Section 8.10 hereof, there shall be a 14-day extension of such 60-day period;



(h) in the event of an In-Court Restructuring, the effective date of the Plan of
Reorganization shall not have occurred within 16 days after the date that the Plan of
Reorganization is confirmed; provided, however, that so long as the Company is proceeding in good
faith towards consummation of the Plan of Reorganization, upon written notice from the Company to
counsel to the Consenting 8.625% Noteholders and to counsel to the Consenting AcqCo Noteholders in
accordance with Section 8.10 hereof, there shall be a 14-day extension of such 16-day period;



(i) failure of the Company to (i) include in the Plan of Reorganization that fees incurred
under the Expense Reimbursement Agreements shall be paid without the need to file a fee application
or otherwise seek approval and (ii) assume the Expense Reimbursement Agreements under the Plan of
Reorganization; and



Notwithstanding any provision in this Agreement to the contrary, upon the written consent of
the (i) Requisite Consenting 8.625% Noteholders and (ii) Requisite Consenting AcqCo Noteholders,
the dates set forth in this Section 6 may be extended prior to or upon each such date and such
later dates agreed to in lieu thereof and shall be of the same force and effect as the dates
provided herein. If this Agreement is terminated pursuant to this Section 6, this Agreement shall
be automatically and simultaneously terminated as to any other Party that is a signatory to this
Agreement. No Party shall terminate this Agreement if such Party is in breach of any provision
hereof.



6.05. Effect of Termination. Upon termination of this Agreement under Section 6.01,
6.02, 6.03, or 6.04 this Agreement shall be of no further force and effect and each Party hereto
shall be released from its commitments, undertakings, and agreements under or related to this
Agreement and shall have the rights and remedies that it would have had it not entered into this
Agreement, and shall be entitled to take all actions, whether with respect to the Restructuring
Transactions or otherwise, that it would have been entitled to take had it not entered into this
Agreement. Upon the occurrence of any termination of this Agreement, any and all consents tendered
by the Plan Support Parties prior to such termination shall be deemed, for all purposes, to be null
and void ab nitio and shall not be considered or otherwise used in any manner by the Parties in
connection with the Restructuring Transactions and this Agreement or otherwise.



6.06. Termination Upon Effective Date of Restructuring. In the event of an In-Court
Restructuring, this Agreement shall terminate automatically without any further required action or
notice on the date that the Plan of Reorganization becomes effective (immediately following the
effectiveness of the Plan of Reorganization). In the event of an Out-of-Court Restructuring, this
Agreement shall terminate automatically without any further required action or notice on the date
of the closing of the Restructuring.


 


11









 





Section 7. Amendments. This Agreement may not be modified, amended, or supplemented (except as
expressly provided herein or therein) except in writing signed by the Company, the Requisite
Consenting 8.625% Noteholders, and the Requisite Consenting AcqCo Noteholders.



Section 8. Miscellaneous.




8.01. Further Assurances. Subject to the other terms of this Agreement, the Parties
agree to execute and deliver such other instruments and perform such acts, in addition to the
matters herein specified, as may be reasonably appropriate or necessary, from time to time, to
effectuate the Restructuring Transactions in a manner materially consistent with the terms set
forth in the Plan of Reorganization, as applicable.



8.02. Complete Agreement. This Agreement and the annexes hereto represent the entire
agreement between the Parties with respect to the subject matter hereof and supersede all prior
agreements, oral or written, between the Parties with respect thereto. No claim of waiver,
modification, consent, or acquiescence with respect to any provision of this Agreement shall be
made against any Party, except on the basis of a written instrument executed by or on behalf of
such Party.



8.03. Parties. This Agreement shall be binding upon, and inure to the benefit of, the
Parties. No rights or obligations of any Party under this Agreement may be assigned or transferred
to any other person or entity except as provided in Section 3.03 hereof. Nothing in this
Agreement, express or implied, shall give to any person or entity, other than the Parties, any
benefit or any legal or equitable right, remedy, or claim under this Agreement.



8.04. Headings. The headings of all sections of this Agreement are inserted solely
for the convenience of reference and are not a part of and are not intended to govern, limit, or
aid in the construction or interpretation of any term or provision hereof.



8.05. GOVERNING LAW; SUBMISSION TO JURISDICTION; SELECTION OF FORUM; WAIVER OF TRIAL BY
JURY. THIS AGREEMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING
EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. Each Party hereto agrees that it shall bring
any action or proceeding in respect of any claim arising out of or related to this Agreement, to
the extent possible, in either the United States District Court for the Southern District of New
York or any New York State court sitting in New York City (the “Chosen Courts”), and solely
in connection with claims arising under this Agreement (a) irrevocably submits to the exclusive
jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action or
proceeding in the Chosen Courts, and (c) waives any objection that the Chosen Courts are an
inconvenient forum or do not have jurisdiction over any Party hereto; provided, however, that in
the event of an In-Court Restructuring, the Bankruptcy Court shall be the sole Chosen Court. Each
Party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising
out of or relating to this Agreement or the transactions contemplated hereby.


 


12









 





8.06. Execution of Agreement. This Agreement may be executed and delivered (by
facsimile, electronic mail, or otherwise) in any number of counterparts, each of which, when
executed and delivered, shall be deemed an original, and all of which together shall constitute the
same agreement.



8.07. Interpretation. This Agreement is the product of negotiations between the
Company, the Consenting 8.625% Noteholders, and the Consenting AcqCo Noteholders, and in the
enforcement or interpretation hereof, is to be interpreted in a neutral manner, and any presumption
with regard to interpretation for or against any Party by reason of that Party having drafted or
caused to be drafted this Agreement, or any portion hereof, shall not be effective in regard to the
interpretation hereof.



8.08. Successors and Assigns. This Agreement is intended to bind and inure to the
benefit of the Parties and their respective successors, assigns, heirs, executors, administrators,
and representatives, other than a trustee or similar representative appointed in a bankruptcy case.



8.09. Creditors’ Committee. Notwithstanding anything herein to the contrary, if any
Consenting 8.625% Noteholder or Consenting AcqCo Noteholder is appointed to and serves on an
official committee of creditors in an In-Court Restructuring, the terms of this Agreement shall not
be construed so as to limit such Consenting 8.625% Noteholder’s or Consenting AcqCo Noteholder’s
exercise (in its sole discretion) of its fiduciary duties to any person arising from its service on
such committee, and any such exercise (in the sole discretion of such Consenting 8.625% Noteholder
or Consenting AcqCo Noteholder) of such fiduciary duties shall not be deemed to constitute a breach
of the terms of this Agreement; provided, however, that nothing in this Agreement shall be
construed as requiring any Consenting 8.625% Noteholder or Consenting AcqCo Noteholder to serve on
any official committee in an In-Court Restructuring.



8.10. Notices. All notices hereunder shall be deemed given if in writing and
delivered, if sent by electronic mail, courier, or registered or certified mail (return receipt
requested) to the following addresses (or at such other addresses as shall be specified by like
notice):



(a) if to the Company, to:




Nebraska Book Company, Inc.

4700 South 19th Street

Lincoln, Nebraska 68501

Attention: Alan Siemek, Chief Financial Officer

E-mail address: asiemek@nebook.com




with copies (which shall not constitute notice) to:




Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Attention: Marc Kieselstein, Chad J. Husnick and Daniel R. Hodgman

E-mail addresses: mkieselstein@kirkland.com, chusnick@kirkland.com, and
dhodgman@kirkland.com


 


13









 





(b) if to a Consenting 8.625% Noteholders or a transferee thereof, to the addresses set forth
below following the Consenting 8.625% Noteholder’s signature (or as directed by any transferee
thereof), as the case may be




with copies (which shall not constitute notice) to:




Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, New York 10005

Attention: Matthew S. Barr and Samuel Khalil

E-mail address: mbarr@milbank.com and skhalil@milbank.com




and




Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Marc Abrams and Rachel C. Strickland

E-mail address: mabrams@willkie.com and rstrickland@willkie.com



(c) if to a Consenting AcqCo Noteholder or a transferee thereof, to the addresses set forth
below following the Consenting AcqCo Noteholder’s signature (or as directed by any transferee
thereof), as the case may be




with copies (which shall not constitute notice) to:




Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Marc Abrams and Rachel C. Strickland

E-mail address: mabrams@willkie.com and rstrickland@willkie.com



Any notice given by delivery, mail, or courier shall be effective when received.



8.11. Access. The Company will afford the Plan Support Parties and their respective
attorneys, consultants, accountants, and other authorized representatives reasonable access, upon
reasonable notice during normal business hours, to all properties, books, contracts, commitments,
records, management personnel, lenders, and advisors of the Company; provided, however, that the
Company’s obligation hereunder shall be conditioned upon such Plan Support Party being party to an
executed confidentiality agreement approved by and with the Company.



8.12. Waiver. Except as expressly provided in this Agreement, nothing herein is
intended to, or does, in any manner waive, limit, impair, or restrict any right of any Consenting
Party or the ability of each of the Consenting Party to protect and preserve its rights, remedies,
and interests, including, without limitation, its claims against or interests in the Company. If
the Restructuring Transactions are not consummated, or if this Agreement is terminated for any
reason (other than Section 6.06 hereof), the Parties fully reserve any and all of their rights.
Pursuant to Rule 408 of the Federal Rules of Evidence and any other applicable rules of
evidence, this Agreement and all negotiations relating hereto shall not be admissible into
evidence in any proceeding other than a proceeding to enforce its terms.


 


14









 





8.13. Specific Performance. It is understood and agreed by the Parties that money
damages would be an insufficient remedy for any breach of this Agreement by any Party and each
non-breaching Party shall be entitled to specific performance and injunctive or other equitable
relief as a remedy of any such breach, including, without limitation, an order of the Bankruptcy
Court or other court of competent jurisdiction requiring any Party to comply promptly with any of
its obligations hereunder.



8.14. Several, Not Joint, Obligations. The agreements, representations, and
obligations of the Parties under this Agreement are, in all respects, several and not joint.



8.15. Remedies Cumulative. All rights, powers, and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not
alternative, and the exercise of any right, power, or remedy thereof by any Party shall not
preclude the simultaneous or later exercise of any other such right, power, or remedy by such
Party.



8.16. No Third-Party Beneficiaries. Unless expressly stated herein, this Agreement
shall be solely for the benefit of the Parties, and no other person or entity shall be a
third-party beneficiary hereof.



8.17. Automatic Stay. The Parties acknowledge that the giving of notice or
termination by any Party pursuant to this Agreement shall not be violation of the automatic stay of
section 362 of the Bankruptcy Code.



Section 9. Disclosure. The Company shall publicly disclose (a) the existence of this Agreement and
the material terms of the Plan of Reorganization in a press release and/or filing with the
Bankruptcy Court in form and substance reasonably satisfactory to counsel to the Consenting 8.625%
Noteholders and counsel to the Consenting AcqCo Noteholders on or before June 28, 2011 and (b) any
material amendment to this Agreement and the Plan of Reorganization in a filing with the Bankruptcy
Court following the effective date of such amendment in form and substance reasonably satisfactory
to counsel to the Consenting 8.625% Noteholders and counsel to the Consenting AcqCo Noteholders.
The Company will submit to counsel to the Consenting 8.625% Noteholders and counsel to the
Consenting AcqCo Noteholders all press releases and public filings relating to this Agreement, the
Plan of Reorganization, or the transactions contemplated hereby and thereby and any amendments
thereof at least three days prior to releasing such press releases or making such public filings
and shall consult in good faith with such counsel regarding the form and substance of such press
releases and public filings. To the extent that the Company fails to make such initial disclosure
within two business days of June 28, 2011, or the effective date of any amendment hereto, counsel
to the Consenting 8.625% Noteholders, counsel to the Consenting AcqCo Noteholders, and each of the
Consenting Parties shall have the right, but not the obligation, to disclose such terms publicly.
The Company shall not (a) use the name of any Plan Support Party in any press release without such
Plan Support Party’s prior written


 


15









 






consent or (b) disclose to any person other than legal and
financial advisors
to the Company the principal amount or percentage of any 8.625% Notes Claims,
AcqCo Notes Claims, or any securities of the Company or any of their respective subsidiaries held by any
Consenting 8.625% Noteholder and Consenting AcqCo Noteholder; provided, however, that the Company
shall be permitted to disclose at any time the aggregate principal amount of and aggregate
percentage of the 8.625% Notes Claims, or AcqCo Notes Claims held by the Consenting 8.625%
Noteholders and Consenting AcqCo Noteholders; provided further, however, that the legal and
financial advisors to the Company may disclose the names of holders of 8.625% Notes Claims or AcqCo
Notes Claims (but not the principal amount or percentage of either the 8.625% Notes or AcqCo Notes
held by particular holders) to the extent such advisors deem necessary to satisfy the obligations
to make disclosures of connections to parties in interest in connection with being retained to
advise the Company under section 327(a) of the Bankruptcy Code; provided further, however that if
the Company is required to file this Agreement, the Company shall redact any signature pages hereto
or file such signature pages under seal.



IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first above
written.



[signature pages follow]



 


16









 







Signature Page to the Restructuring and Lock-Up Agreement




	 	 	 	 	 
	 	NEBRASKA BOOK COMPANY, INC., a Kansas corporation

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CAMPUS AUTHENTIC LLC, a Delaware limited liability
company
 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	COLLEGE BOOKSTORES OF AMERICA, INC.,
 an Illinois corporation

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NBC ACQUISITION CORP., a Delaware corporation

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NBC HOLDINGS CORP., a Delaware corporation

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	NBC TEXTBOOKS, LLC, a Delaware limited liability company

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 


17









 





	 	 	 	 	 
	 	NET TEXTSTORE LLC, a Delaware limited liability company

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	SPECIALTY BOOKS, INC., a Delaware corporation

 	 
	 	By:  	Alan G. Siemek
 	 
	 	 	Name:  	Alan G. Siemek 	 
	 	 	Title:  	Authorized Signatory 	 
	 



 


18









 







Signature Page to the Restructuring and Lock-Up Agreement




	 	 	 	 	 	 	 
	Name of Entity:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 	 	 	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 






Address:




Attention:

Telephone:

Facsimile:




Principal Amount Held




	 	 	 	 	 
	Claim or Equity Interest	 	Amount	 
	8.625% Notes Claims
	 	 	 	 
	AcqCo Notes Claims
	 	 	 	 
	Equity Security Interests
	 	 	 	 






 


 









 







EXHIBIT A

PROVISION FOR TRANSFER AGREEMENT




The undersigned (“Transferee”) hereby acknowledges that it has read and understands
the Restructuring and Lock-Up Agreement (the “Agreement”),1 dated as of [DATE],
2011, by and among the Company, and certain lenders, and noteholders, including the transferor to
the Transferee of any 8.625% Notes Claims, or AcqCo Notes Claims (the “Transferor”), and
agrees to be bound by the terms and conditions thereof to the extent Transferor was thereby bound,
and shall be deemed a Consenting 8.625% Noteholder, or a Consenting AcqCo Noteholder (as
applicable) under the terms of the Agreement.



The Transferee specifically agrees (i) to be bound by the terms and conditions of the 8.625%
Notes Indenture or the AcqCo Notes Indenture, as applicable, and the Agreement and (ii) to be bound
by the vote of the Transferor if cast prior to the effectiveness of the transfer of the loans or
notes, as applicable.



Date Executed:
 _____, 2011




	 	 	 	 	 
	 	 	 
	 	 	Print name of Transferee
	 
	 	 	 	 
	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	 

	 	Attention:	 	 
	 

	 	 	 	 
	 

	 	Telephone:	 	 
	 

	 	 	 	 
	 

	 	Facsimile:	 	 
	 

	 	 	 	 






Principal Amount Held




	 	 	 	 	 
	Claim or Equity Interest	 	Amount	 
	8.625% Notes Claims
	 	 	 	 
	AcqCo Notes Claims
	 	 	 	 
	Equity Security Interests
	 	 	 	 







 





	 	 	 
	1	 	Capitalized terms not used but not otherwise defined
herein shall have the meanings ascribed to such terms in the Agreement.



 


 









 









EXHIBIT B

PLAN OF REORGANIZATION




PLAN OF REORGANIZATION




IN THE UNITED STATES BANKRUPTCY COURT

FOR THE DISTRICT OF DELAWARE




	 	 	 	 	 	 	 
	 


	 	 	 	 	 	 
	 

	 	 	)	 	 	 
	In re:

	 	 	)	 	 	Chapter 11
	 

	 	 	)	 	 	 
	NEBRASKA BOOK COMPANY, INC., et al.,2

	 	 	)	 	 	Case No. 11-[_____]
(_____)
	 

	 	 	)	 	 	 
	Debtors.

	 	 	)	 	 	(Joint Administration Requested)
	 

	 	 	)	 	 	 
	 


	 	 	 	 	 	 






JOINT PLAN OF REORGANIZATION OF NEBRASKA BOOK COMPANY, INC.,

ET AL., PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE




	 	 	 
	KIRKLAND & ELLIS LLP

	 	PACHULSKI STANG ZIEHL & JONES LLP
	601 Lexington Avenue

	 	919 North Market Street, 17th Floor
	New York, New York 10022-4611

	 	Wilmington, Delaware 19899-8705
	Telephone: (212) 446-4800

	 	Telephone: (302) 652-4100
	Facsimile: (212) 446-4900

	 	Facsimile: (302) 652-4400







Proposed Counsel to the Debtors and Debtors in Possession




Dated: June
 _____, 2011




 





	 	 	 
	2	 	The debtors in these chapter 11 cases, along with the
last four digits of each debtor’s federal tax identification number include:
Nebraska Book Company, Inc. (9819); Campus Authentic LLC (9156); College
Bookstores of America, Inc. (9518); NBC Acquisition Corp. (3347); NBC Holdings
Corp. (7477); NBC Textbooks LLC (1425); Net Textstore LLC (6469); and Specialty
Books, Inc. (4807). The location of the debtors’ service address is: 4700
South 19th Street, Lincoln, Nebraska 68512.



 


 









 









TABLE OF CONTENTS




	 	 	 	 	 
	 
	 	 	 	 
	Article I. DEFINED TERMS, RULES OF INTERPRETATION, COMPUTATION OF TIME, and governing law
	 	 	1	 
	A. Defined Terms
	 	 	1	 
	B. Rules of Interpretation
	 	 	14	 
	C. Computation of Time
	 	 	15	 
	D. Governing Law
	 	 	15	 
	E. Reference to Monetary Figures
	 	 	15	 
	 
	 	 	 	 
	Article II. ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS
	 	 	16	 
	A. Administrative Claims
	 	 	16	 
	B. DIP Claims
	 	 	17	 
	C. Priority Tax Claims
	 	 	17	 
	 
	 	 	 	 
	Article III. CLASSIFICATION AND TREATMENt oF CLAIMS AND INTERESTS
	 	 	17	 
	A. Classification of Claims and Interests
	 	 	17	 
	B. Treatment of Claims and Interests
	 	 	18	 
	C. Special Provision Governing Unimpaired Claims
	 	 	23	 
	D. Acceptance or Rejection of the Plan
	 	 	23	 
	E. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the
Bankruptcy Code
	 	 	23	 
	F. Controversy Concerning Impairment
	 	 	23	 
	G. Subordinated Claims
	 	 	23	 
	 
	 	 	 	 
	Article IV. MEANS FOR IMPLEMENTATION OF THE PLAN
	 	 	24	 
	A. Substantive Consolidation
	 	 	24	 
	B. General Settlement of Claims and Interests
	 	 	24	 
	C. Restructuring Transactions
	 	 	25	 
	D. Reorganized NBC
	 	 	25	 
	E. Existing Letters of Credit
	 	 	25	 
	F. Sources of Consideration for Plan Distributions
	 	 	25	 
	G. Intercompany Account Settlement
	 	 	27	 
	H. Corporate Existence
	 	 	27	 
	I. Vesting of Assets in the Reorganized Debtors
	 	 	28	 
	J. Cancellation of Existing Securities and Agreements
	 	 	28	 
	K. Corporate Action
	 	 	28	 
	L. New Organizational Documents
	 	 	29	 
	M. Directors and Officers of the Reorganized Debtors
	 	 	29	 
	N. Effectuating Documents; Further Transactions
	 	 	30	 
	O. Section 1146 Exemption
	 	 	30	 
	P. Director and Officer Liability Insurance
	 	 	30	 
	Q. Management Equity Incentive Program
	 	 	30	 
	R. Employee and Retiree Benefits
	 	 	31	 
	S. Preservation of Causes of Action
	 	 	31	 





 


i









 





	 	 	 	 	 
	 
	 	 	 	 
	Article V. TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES
	 	 	32	 
	A. Assumption and Rejection of Executory Contracts and Unexpired Leases
	 	 	32	 
	B. Indemnification Obligations
	 	 	33	 
	C. Claims Based on Rejection of Executory Contracts or Unexpired Leases
	 	 	33	 
	D. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed
	 	 	33	 
	E. Preexisting Obligations to the Debtors under Executory Contracts and
Unexpired Leases
	 	 	34	 
	F. Insurance Policies
	 	 	34	 
	G. Modifications, Amendments, Supplements, Restatements, or Other
Agreements
	 	 	34	 
	H. Reservation of Rights
	 	 	35	 
	I. Nonoccurrence of Effective Date
	 	 	35	 
	J. Contracts and Leases Entered Into After the Petition Date
	 	 	35	 
	 
	 	 	 	 
	Article VI. PROVISIONS GOVERNING DISTRIBUTIONS
	 	 	35	 
	A. Timing and Calculation of Amounts to Be Distributed
	 	 	35	 
	B. Disbursing Agent
	 	 	36	 
	C. Rights and Powers of Disbursing Agent
	 	 	36	 
	D. Delivery of Distributions and Undeliverable or Unclaimed Distributions
	 	 	36	 
	E. Manner of Payment
	 	 	37	 
	F. Section 1145 Exemption
	 	 	38	 
	G. Compliance with Tax Requirements
	 	 	38	 
	H. Allocations
	 	 	38	 
	I. No Postpetition Interest on Claims
	 	 	38	 
	J. Setoffs and Recoupment
	 	 	38	 
	K. Claims Paid or Payable by Third Parties
	 	 	39	 
	 
	 	 	 	 
	Article VII. PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS
	 	 	40	 
	A. Allowance of Claims
	 	 	40	 
	B. Claims Administration Responsibilities
	 	 	40	 
	C. Estimation of Claims and Interests
	 	 	40	 
	D. Adjustment to Claims or Interests without Objection
	 	 	40	 
	E. Time to File Objections to Claims
	 	 	40	 
	F. Disallowance of Claims or Interests
	 	 	41	 
	G. Amendments to Claims or Interests
	 	 	41	 
	H. No Distributions Pending Allowance
	 	 	41	 
	I. Distributions After Allowance
	 	 	41	 
	 
	 	 	 	 
	Article VIII. SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS
	 	 	42	 
	A. Discharge of Claims and Termination of Interests
	 	 	42	 
	B. Release of Liens
	 	 	42	 
	C. Releases by the Debtors
	 	 	43	 
	D. Releases by Holders of Claims and Interests
	 	 	43	 
	E. Exculpation
	 	 	44	 





 


ii









 





	 	 	 	 	 
	F. Injunction
	 	 	44	 
	G. Protections Against Discriminatory Treatment
	 	 	44	 
	H. Setoffs
	 	 	45	 
	I. Recoupment
	 	 	45	 
	J. Subordination Rights
	 	 	45	 
	K. Document Retention
	 	 	45	 
	L. Reimbursement or Contribution
	 	 	46	 
	 
	 	 	 	 
	Article IX. CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THE PLAN
	 	 	46	 
	A. Conditions Precedent to Confirmation
	 	 	46	 
	B. Conditions Precedent to the Effective Date
	 	 	47	 
	C. Waiver of Conditions
	 	 	48	 
	D. Effect of Failure of Conditions
	 	 	48	 
	 
	 	 	 	 
	Article X. MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN
	 	 	48	 
	A. Modification and Amendments
	 	 	48	 
	B. Effect of Confirmation on Modifications
	 	 	49	 
	C. Revocation or Withdrawal of Plan
	 	 	49	 
	 
	 	 	 	 
	Article XI. RETENTION OF JURISDICTION
	 	 	49	 
	 
	 	 	 	 
	Article XII. MISCELLANEOUS PROVISIONS
	 	 	51	 
	A. Immediate Binding Effect
	 	 	51	 
	B. Additional Documents
	 	 	51	 
	C. Payment of Statutory Fees
	 	 	52	 
	D. Certain Agreements
	 	 	52	 
	E. Statutory Committee and Cessation of Fee and Expense Payment
	 	 	52	 
	F. Reservation of Rights
	 	 	52	 
	G. Successors and Assigns
	 	 	52	 
	H. Notices
	 	 	53	 
	I. Term of Injunctions or Stays
	 	 	54	 
	J. Entire Agreement
	 	 	54	 
	K. Exhibits
	 	 	54	 
	L. Nonseverability of Plan Provisions
	 	 	54	 
	M. Votes Solicited in Good Faith
	 	 	55	 
	N. Closing of Chapter 11 Cases
	 	 	55	 
	O. Waiver or Estoppel
	 	 	55	 
	P. Conflicts
	 	 	55	 






 


iii









 







INTRODUCTION




Nebraska Book Company, Inc. and its affiliates Campus Authentic LLC, College Bookstores of
America, Inc., NBC Acquisition Corp., NBC Holdings Corp., NBC Textbooks LLC, Net Textstore LLC, and
Specialty Books, Inc., as debtors and debtors in possession (each, a “Debtor” and,
collectively, the “Debtors”) propose this joint plan of reorganization (the “Plan”)
for the resolution of the outstanding claims against and interests in the Debtors pursuant to
chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101—1532 (the “Bankruptcy
Code”). Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in Article I.A hereof. Holders of Claims and Interests may refer to the
Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of
operations, historical financial information, and accomplishments during the Chapter 11 Cases, and
projections of future operations, as well as a summary and description of the Plan and certain
related matters. The Debtors are the proponents of the Plan within the meaning of section 1129 of
the Bankruptcy Code.



ALL HOLDERS OF CLAIMS AND INTERESTS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED TO READ THE PLAN
AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. AS PART
OF THE SETTLEMENT EMBODIED IN THE PLAN, THE PLAN PROVIDES FOR SUBSTANTIVE CONSOLIDATION OF THE
ESTATES FOR ALL PURPOSES ASSOCIATED WITH CONFIRMATION AND CONSUMMATION.



Section 10.

DEFINED TERMS, RULES OF INTERPRETATION,

COMPUTATION OF TIME, and governing law




10.01. Defined Terms.




As used in this Plan, capitalized terms have the meanings set forth below.



• “8.625% Notes” means the $175 million 8.625% senior subordinated notes due March 15,
2012, issued by NBC pursuant to the 8.625% Notes Indenture.



• “8.625% Notes Claim” means any Claim derived from or based upon the 8.625% Notes and
the 8.625% Notes Indenture.



• “8.625% Notes Indenture” means that certain indenture, dated March 4, 2004, by and
among NBC, as borrower, all NBC subsidiaries, as guarantors, and BNY Midwest Trust Company, as
trustee.



• “8.625% Notes Trustee” means BNY Midwest Trust Company, as indenture trustee under the
8.625% Notes Indenture.



• “ABL Agent” means JP Morgan Chase Bank, N.A., as administrative agent under the ABL
Facility.


 


1









 





• “ABL Facility” means that certain credit agreement, dated March 22, 2010, by and among
NBC, as borrower, HoldCo, AcqCo, and all NBC subsidiaries, as guarantors, JP Morgan Chase Bank,
N.A., as administrative agent, and the banks and other financial institutions from time to time
party thereto.



• “ABL Facility Claim” means any Claim derived from or based upon the ABL Facility.



• “ABL Lenders” means those several banks and other financial institutions from time to
time party to the ABL Facility.



• “AcqCo” means NBC Acquisition Corp., the Holder of 100% of the Equity Securities in
NBC.



• “AcqCo Notes” means the $77 million 11% senior discount notes due December 15, 2013,
issued by AcqCo pursuant to the AcqCo Notes Indenture.



• “AcqCo Notes Claim” means any Claim derived from or based upon the AcqCo Notes and the
AcqCo Notes Indenture.



• “AcqCo Notes Indenture” means that certain indenture, dated March 4, 2004, by and
between AcqCo, as borrower, and BNY Midwest Trust Company, as trustee.



• “AcqCo Notes Trustee” means BNY Midwest Trust Company, as indenture trustee under the
AcqCo Notes Indenture.



• “Ad Hoc 8.625% Noteholders” means that certain ad hoc group of 8.625% Noteholders that
execute or are otherwise party to the Restructuring Documents, in their capacities as Holders of
8.625% Notes.



• “Ad Hoc Members” means the two New Board members to be selected by the Ad Hoc 8.625%
Noteholders, which members shall be reasonably satisfactory to the JPMorgan Noteholders, and
designated by the Debtors.



• “Administrative Claim” means a Claim for costs and expenses of administration of the
Estates under sections 503(b), 507(b), or 1114(e)(2) of the Bankruptcy Code, including: (a) the
actual and necessary costs and expenses incurred under the Petition Date of preserving the Estates
and operating the businesses of the Debtors, (b) Allowed Claims of Retained Professionals in the
Chapter 11 Cases; and (c) all fees and charges assessed against the Estates under chapter 123 of
title 28 of the United States Code, 28 U.S.C. §§ 1911-1930.



• “Administrative Claim Bar Date” means the deadline for filing requests for payment of
Administrative Claims, which shall be 30 days after the Effective Date.



• “Affiliate” has the meaning set forth in section 101(2) of the Bankruptcy Code;
provided, however, that the Holders of the Holdco Interests, including Weston Presidio, shall not
be considered Affiliates.


 


2









 





• “Allowed” means with respect to any Claim or Interest, except as otherwise provided
herein: (a) a Claim or Interest that is evidenced by a Proof of Claim or Proof of Interest, as
applicable, by the applicable Bar Date or that is not required to be evidenced by a Filed Proof of
Claim or Proof of Interest, as applicable, under the Bankruptcy Code or a Final Order, any
objections to which shall be Filed on or before the later of (1) the date that is one year after
the Effective Date and (2) such date as may be fixed by the Bankruptcy Court, after notice and a
hearing, whether fixed before or after the date that is one year after the Effective Date; (b) a
Claim or Interest that is scheduled by the Debtors as neither disputed, contingent, nor
unliquidated, and as for which no Proof of Claim or Proof of Interest, as applicable, has been
timely Filed; or (c) a Claim or Interest that is Allowed (i) pursuant to the Plan, (ii) in any
stipulation that is approved by the Bankruptcy Court, or (iii) pursuant to any contract,
instrument, indenture, or other agreement entered into or assumed in connection herewith. Except
as otherwise specified in the Plan or any Final Order, the amount of an Allowed Claim shall not
include interest on such Claim from and after the Petition Date. For purposes of determining the
amount of an Allowed Claim, there shall be deducted therefrom an amount equal to the amount of any
Claim that the Debtors may hold against the Holder thereof, to the extent such Claim may be offset,
recouped, or otherwise reduced under applicable law. Any Claim or Interest that has been or is
hereafter identified in the Schedules as disputed, contingent, or unliquidated, and for which no
Proof of Claim or Proof of Interest has been timely Filed, is not considered Allowed and shall be
expunged without further action by the Reorganized Debtors and without any further notice to or
action, order, or approval of the Bankruptcy Court or any other Entity. Notwithstanding anything
to the contrary herein, no Claim of any entity subject to section 502(d) of the Bankruptcy Code
shall be deemed Allowed unless and until such entity pays in full the amount that it owes such
Debtor or Reorganized Debtor, as the case may be.



• “Bankruptcy Court” means the United States Bankruptcy Court for the District of
Delaware.



• “Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure promulgated under
section 2075 of the Judicial Code and the general, local, and chambers rules of the Bankruptcy
Court.



• “Bar Date” means the date established by the Bankruptcy Court by which Proofs of Claim
and Proofs of Interests must be Filed with respect to such Claims, as ordered by the Bankruptcy
Court and, except with respect to the Claims of Governmental Units, such date shall be no later
than 10 days before the deadline to vote on the Plan.



• “Business Day” means any day, other than a Saturday, Sunday, or “legal holiday” (as
defined in Bankruptcy Rule 9006(a)).



• “Cash” means cash and cash equivalents, including bank deposits, checks, other similar
items in legal tender of the United States of America.



• “Cash Payment” means the cash payment of not less than $30.6 million to the Holders of
the 8.625% Notes.


 


3









 





• “Causes of Action” means any claims, causes of action, demands, rights, actions,
suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, licenses, and
franchises of any kind or character whatsoever, known, unknown, contingent or non-contingent,
matured or unmatured, suspected or unsuspected, in contract or in tort, in law or in equity, or
pursuant to any other theory of law. Causes of Action also include: (a) all rights of setoff,
counterclaim, or recoupment and claims on contracts or for breaches of duties imposed by law; (b)
the right object to or otherwise contest Claims or Interests; (c) claims pursuant to sections 362,
510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; and (d) such claims and defenses as
fraud, mistake, duress, and usury, and any other defenses set forth in section 558 of the
Bankruptcy Code.



• “Certificate” means any instrument evidencing a Claim or an Interest.



• “Chapter 11 Cases” means (a) when used with reference to a particular Debtor, the case
pending for that Debtor under chapter 11 of the Bankruptcy Code in the Bankruptcy Court and (b)
when used with reference to all the Debtors, the procedurally consolidated chapter 11 cases pending
for the Debtors in the Bankruptcy Court.



• “Claim” means any claim against the Debtors, as defined in section 101(5) of the
Bankruptcy Code, including: (a) any right to payment, whether or not such right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured, or unsecured; or (b) any right to an equitable remedy for breach of
performance if such breach gives rise to a right to payment, whether or not such right to an
equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured.



• “Claims and Balloting Agent” means Kurtzman Carson Consultants, LLC, located at 72335
Alaska Avenue, El Segundo, California 9024, (888) 369-6612.



• “Claims Register” means the official register of Claims maintained by the Claims
Agent.



• “Class” means a class of Claims or Interests as set forth in Article III hereof
pursuant to section 1122(a)  of the Bankruptcy Code.



• “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Case Filing
system.



• “Confirmation” means the entry of the Confirmation Order on the docket of the Chapter
11 Cases, subject to all conditions specified in Article IX.A hereof having been (a) satisfied or (b)
waived pursuant to Article IX.C hereof.



• “Confirmation Date” means the date upon which the Bankruptcy Court enters the
Confirmation Order on the docket of the Chapter 11 Cases, within the meaning of Bankruptcy Rules
5003 and 9021.


 


4









 





• “Confirmation Hearing” means the hearing held by the Bankruptcy Court on Confirmation
of the Plan pursuant to section 1129 of the Bankruptcy Code, as such hearing may be continued from
time to time.



• “Confirmation Order” means the order of the Bankruptcy Court confirming the Plan
pursuant to section 1129 of the Bankruptcy Code.



• “Consummation” means the occurrence of the Effective Date.



• “Cure Claim” means a Claim based upon the Debtors’ defaults on an Executory Contract
or Unexpired Lease at the time such contract or lease is assumed by the Debtors pursuant to section
365 of the Bankruptcy Code.



• “DIP Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent
under the DIP Agreement, or any successor agent appointed in accordance with such agreement.



• “DIP Agreement” means that certain debtor-in-possession credit agreement, dated as of
June [_____], 2011, by and among NBC, as borrower, HoldCo and AcqCo, as guarantors, and the DIP
Agent, the DIP Lenders named therein, and the other parties thereto, as amended, supplemented or
otherwise modified from time to time.



• “DIP Claims” means any and all Claims arising under or related to the DIP Facility.



• “DIP Facility” means that certain $200 million debtor-in-possession credit facility
entered into pursuant to the DIP Agreement.



• “DIP Lenders” means the DIP Agent and the banks, financial institutions, and other
lender parties under the DIP Facility.



• “Disbursing Agent” means the Reorganized Debtors or the Entity or Entities selected by
the Debtors or the Reorganized Debtors, as applicable, to make or facilitate distributions pursuant
to the Plan.



• “Disclosure Statement” means the Disclosure Statement Relating to the Joint Plan of
Reorganization of Nebraska Book Company, Inc., et al., Pursuant to Chapter 11 of the Bankruptcy
Code, dated [_____], 2011, including all exhibits and schedules thereto and references therein that
relate to the Plan, that is prepared and distributed in accordance with the Bankruptcy Code, the
Bankruptcy Rules, and any other applicable law.



• “Disputed Claim” means any Claim or Interest that the Debtors or Reorganized Debtors,
as applicable believe is unliquidated, disputed, or contingent, and which has not been allowed by
Final Order of a court of competent jurisdiction or by agreement with the Debtors or Reorganized
Debtors, as applicable.



• “Distribution Date” means the Effective Date.


 


5









 





• “Distribution Record Date” means other than with respect to any publicly held
securities, the record date for purposes of making distributions under the Plan on account of
Allowed Claims, which date shall be 20 days before the first day of the Confirmation Hearing,
originally scheduled by the Bankruptcy Court in the Order approving the Disclosure Statement.



• “Effective Date” means the date selected by the Debtors in consultation with the Ad
Hoc 8.625% Noteholders and JPMorgan Noteholders for the consummation of the Restructuring,
including the issuance of all securities, notes, instruments, certificates, and other documents
required to be issued pursuant to the Restructuring. Any action to be taken on the Effective Date
may be taken on or as soon as reasonably practicable after the Effective Date.



• “Employment Obligations” means any existing obligations to employees to be assumed by
the Debtors, as well as the incentive-based compensation programs that are reasonably satisfactory
to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders, to be implemented by the Debtors on the
Effective Date.



• “Entity” means an entity as such term is defined in section 101(15) of the Bankruptcy
Code.



• “Equity Security” means any equity security as defined in section 101(16) of the
Bankruptcy Code in a Debtor.



• “Estate” means, as to each Debtor, the estate created for the Debtor in its Chapter 11
Case pursuant to section 541 of the Bankruptcy Code.



• “Exchange Act” means the Securities Exchange Act of 1934, 15 U.S.C. § 78a, et seq.



• “Exculpated Claim” means any Claim related to any act or omission in connection with,
relating to, or arising out of the Restructuring, the formulation, preparation, dissemination,
negotiation of any document in connection with the Restructuring, or any contract, instrument,
release, or other agreement or document created or entered into in connection with the
Restructuring, the pursuit of consummation, the administration and implementation of the
Restructuring, or the distribution of property pursuant to the Restructuring.



• “Executory Contract” means a contract to which one or more of the Debtors is a party
and that is subject to assumption or rejection under section 365 of the Bankruptcy Code.



• “Expense Reimbursement Agreements” means: (i) that certain Expense Reimbursement
Agreement between the Debtors and Milbank, Tweed, Hadley & McCloy LLP, dated April 26, 2011; (ii)
that certain Expense Reimbursement Agreement between the Debtors and J.P. Morgan Investment
Management Inc., dated June 1, 2011; (iii) that certain Expense Reimbursement Agreement between the
Debtors and FTI Consulting, dated May 23, 2011; (iv) that certain Expense Reimbursement Agreement
between the Debtors and Moelis & the Debtors, dated May 23, 2011; and (v) that certain Expense
Reimbursement Agreement between the Debtors and Blackstone Advisory Partners L.P., dated June 10,
2011.


 


6









 





• “Federal Judgment Rate” means the federal judgment rate in effect as of the Petition
Date.



• “File” or “Filed” means file, filed, or filing with the Bankruptcy Court or its
authorized designee in the Chapter 11 Cases.



• “Final Order” means an order or judgment of the Bankruptcy Court, or court of
competent jurisdiction with respect to the subject matter, as entered on the docket in any Chapter
11 Case or the docket of any court of competent jurisdiction, that has not been reversed, stayed,
modified, or amended, and as to which the time to appeal, or seek certiorari or move for a new
trial, reargument, or rehearing has expired and no appeal or petition for certiorari or other
proceedings for a new trial, reargument, or rehearing has been timely taken, or as to which any
appeal that has been taken or any petition for certiorari that has been or may be timely Filed has
been withdrawn or resolved by the highest court to which the order or judgment was appealed or from
which certiorari was sought or the new trial, reargument, or rehearing shall have been denied,
resulted in no modification of such order, or has otherwise been dismissed with prejudice.



• “General Administrative Claim” means any Administrative Claim, including Cure Claims,
other than a Professional Fee Claim.



• “General Unsecured Claim” means any Unsecured Claim other than a/an: (a) AcqCo Notes
Claim; (b) 8.625% Notes Claim; or (c) Intercompany Claim.



• “Governmental Unit” means a governmental unit as defined in section 101(27) of the
Bankruptcy Code.



• “Holdback Amount” means the aggregate holdback of those Professional fees billed to
the Debtors during the Chapter 11 Cases that are held back pursuant to the Professional Fee Order
or any other order of the Bankruptcy Court, which amount is to be deposited in the Holdback Escrow
Account as of the Effective Date. The Holdback Amount shall not be considered property of the
Debtors or the Reorganized Debtors. When all Professional Fee Claims have been paid, amounts
remaining in the Holdback Escrow Account, if any, shall be paid to the Reorganized Debtors.



• “Holdback Escrow Account” means the escrow account established by the Reorganized
Debtors into which Cash equal to the Holdback Amount shall be deposited on the Effective Date for
the payment of Allowed Professional Fee Claims to the extent not previously paid or disallowed.



• “HoldCo” means NBC Holdings Corp.



• “HoldCo Interests” means all existing Interests in HoldCo, including all existing
Equity Securities issued by HoldCo, and those certain Equity Securities in AcqCo held by Western
Presidio.



• “Holder” means an Entity holding a Claim or an Interest, as applicable.


 


7









 





• “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims or
Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code.



• “Intercompany Claim” means any Claim in a Debtor held by another Debtor affiliate.



• “Intercompany Interest” means any Interest in a Debtor affiliate held by another
Debtor affiliate, other than the HoldCo Interests.



• “Intercreditor Agreement” means that certain agreement, dated December 2, 2009, by and
among the Debtors, the ABL Agent, and the Senior Secured Notes Trustee.



• “Interest” means any: (a) Equity Security, including all issued, unissued, authorized,
or outstanding shares of capital stock of the Debtors together with any warrants, options, or
contractual rights to purchase or acquire such Equity Securities at any time and all rights arising
with respect thereto; and (b) partnership, limited liability company, or similar interest in the
Debtors.



• “Joint Director” means one member of the New Board, which member shall be jointly
selected by the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, and designated by the
Debtors.



• “JPMorgan Noteholders” means J.P. Morgan Investment Management Inc. in its capacity as
investment advisor to certain holders of 8.625% Notes and AcqCo Notes.



• “JPM Member” means one New Board member to be selected by JPMorgan Noteholders, which
member shall be reasonably satisfactory to the Ad Hoc 8.625% Noteholders, and designated by the
Debtors.



• “Judicial Code” means title 28 of the United States Code, 28 U.S.C. §§ 1—4001.



• “Lien” means a lien as defined in section 101(37) of the Bankruptcy Code.



• “Management Equity Incentive Plan” means the management equity incentive plan to be
implemented on the Effective Date, the form of which shall be included in the Plan Supplement and
shall be satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan
Noteholders, pursuant to which 10% of the fully-diluted and fully-distributed New Common Equity
shall be reserved for issuance to certain management employees pursuant to the Plan.



• “NBC” means Nebraska Book Company, Inc.



• “New ABL Facility” means the $75 million asset-backed revolving credit facility, the
form of which shall be included in the Plan Supplement and shall have terms materially consistent
with the terms on Exhibit C to the Restructuring and Support Agreement; provided, however,
that any terms of the New ABL Facility that are not explicit in or consistent with the terms set
forth in Exhibit C to the Restructuring and Support Agreement that will affect the nature,
value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders shall
be satisfactory to such Holders.


 


8









 





• “New Board” means, the board of directors of Nebraska Book Company, Inc. on and after
the Effective Date and the list of the members shall be included in the Plan Supplement and shall
be satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders.



• “New Common Equity” means common equity in Reorganized NBC.



• “New Organizational Documents” means such certificates or articles of incorporation,
by-laws, or such other applicable formation documents of each of the Reorganized Debtors and
Reorganized NBC, which form shall be included in the Plan Supplement and shall be reasonably
satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders;
provided, however, that to the extent any provisions will affect the nature, value, or form of the
recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, they shall be satisfactory
to such Holders.



• “New Senior Secured Notes” means the $250 million senior secured notes to be issued by
NBC, the form of which shall be included in the Plan Supplement and shall be reasonably
satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders;
provided, however, that to the extent any provisions will affect the nature, value, or form of the
recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, they shall be satisfactory
to such Holders; provided, further, if the New Senior Secured Notes contain terms less favorable to
the Debtors and their creditors than those set forth in Exhibit D to the Restructuring and
Support Agreement, such terms must be satisfactory to counsel to the Ad Hoc 8.625% Noteholders and
counsel to the JPMorgan Noteholders.



• “New Senior Secured Notes Indenture” means the indenture for the New Senior Secured
Notes, the form of which shall be included in the Plan Supplement and shall be reasonably
satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan
Noteholders; provided, however, that to the extent any provisions will affect the nature,
value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, they
shall be satisfactory to such Holders; provided, further, if the New Senior Secured Notes Indenture
evidences terms less favorable to the Debtors and their creditors than those set forth in
Exhibit D to the Restructuring and Support Agreement, such terms must be satisfactory to
counsel to the Ad Hoc 8.625% Noteholders and counsel to the JPMorgan Noteholders.



• “New Senior Secured Notes Indenture Trustee” means the indenture trustee for the New
Senior Secured Notes.



• “New Senior Unsecured Notes” means the $110 million senior unsecured notes to be
issued by NBC, the form of which shall be included in the Plan Supplement, which shall be
satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders, and
shall have terms materially consistent with the terms set forth in Exhibit E to the
Restructuring and Support Agreement.


 


9









 





• “New Senior Unsecured Notes Indenture” means the indenture for the New Senior
Unsecured Notes, the form of which shall be included in the Plan Supplement which shall be
satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders, and
shall have terms materially consistent with the terms set forth in Exhibit E to the
Restructuring and Support Agreement.



• “New Warrants” means the warrants that may be issued to Holders of HoldCo Interests,
the form of which shall be included in the Plan Supplement and shall have terms materially
consistent with the terms set forth in Exhibit F to the Restructuring and Support
Agreement; provided, however, that any terms of the New Warrants that are not explicit in or
consistent with the terms set forth in Exhibit F to the Restructuring and Support Agreement
that will affect the nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and
the JPMorgan Noteholders shall be satisfactory to such Holders.



• “Indenture Trustees” means, collectively, the 8.625% Notes Trustee, the AcqCo Notes
Trustee, and the Senior Secured Notes Trustee.



• “Other Secured Claim” means any Secured Claim other than a/an: (a) ABL Facility
Claim; (b) Senior Secured Notes Claim; or (c) Intercompany Claim.



• “Petition Date” means June [27], 2011, the date on which the Debtors commenced the
Chapter 11 Cases.



• “Plan” means this Joint Plan of Reorganization of the Nebraska Book Company, Inc., et
al. Pursuant to Chapter 11 of the Bankruptcy Code, including the Plan Supplement, which is
incorporated herein by reference.



• “Plan Supplement” means the compilation of documents and forms of documents,
schedules, and exhibits to the Plan to be Filed by the Debtors no later than ten days prior to the
deadline to vote on the Plan or such later date as may be approved by the Bankruptcy Court on
notice to parties in interest, and additional documents filed with the Bankruptcy Court prior to
the Effective Date as amendments to the Plan Supplement, comprised of, among other documents, the
following: (a) New Organizational Documents; (b) Rejected Executory Contract and Unexpired Lease
List; (c) a list of retained Causes of Action; (d) Restructuring Transaction Memorandum; (e)
Management Equity Incentive Plan and employment agreements with certain management employees; (f)
New Senior Secured Notes Indenture; (g) New Unsecured Notes Indenture; (h) Registration Rights
Agreement; (i) Shareholders Agreement; (j) the form of New Warrants; and (k) the identity of the
New Board and management for the Reorganized Debtors, with documents identified in (a) through (f),
and (j) to be reasonably satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and
JPMorgan Noteholders; provided, however, that to the extent any provision will affect the nature,
value, or form of the recovery to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders it shall
be satisfactory to such Holders and with documents identified in (g) through (i) and (k) to be
satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; provided, further, if
document (f) evidences terms less favorable to the Debtors and their creditors than those set forth
in Exhibit D to the Restructuring and Support Agreement, such terms must be satisfactory to
counsel to the Ad Hoc 8.625% Noteholders and counsel to the JPMorgan Noteholders. Any reference to
the Plan Supplement in this Plan shall include each of the documents identified above as (a)
through (k). The Debtors shall have the right to amend the documents contained in the Plan
Supplement through and including the Effective Date in accordance with Article IX hereof, but such
amendments shall be reasonably satisfactory in form and substance to the Ad Hoc 8.625% Noteholders
and JPMorgan Noteholders; provided, however, that to the extent any such amendments will affect the
nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders
they shall be satisfactory to such Holders.


 


10









 





• “Postpetition Period” means the period of time following the Petition Date through the
Confirmation Date.



• “Priority Non-Tax Claims” means any Claim, other than an Administrative Claim or a
Priority Tax Claim, entitled to priority in right of payment under section 507(a) of the Bankruptcy
Code.



• “Priority Tax Claim” means the Claims of governmental units of the type specified in
section 507(a)(8) of the Bankruptcy Code.



• “Pro Rata” means the proportion that a Claim or Interest in a particular class bears
to the aggregate amount of the Claims or Interests in that class, or the proportion of the Claims
or Interests in a particular class and other classes entitled to share in the same recovery as such
Claim or Interest under the Restructuring.



• “Professional” means an Entity: (a) employed pursuant to a Bankruptcy Court order in
accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for
services rendered prior to or on the Confirmation Date, pursuant to sections 327, 328, 329, 330,
331, and 363 of the Bankruptcy Code; or (b) awarded compensation and reimbursement by the
Bankruptcy Court pursuant to section 503(b)(4) of the Bankruptcy Code.



• “Professional Fee Claims” means all Administrative Claims for the compensation of
Professionals and the reimbursement of expenses incurred by such Professionals through and
including the Confirmation Date.



• “Professional Fee Order” means that certain order of the Bankruptcy Court entered on
[TO COME], establishing procedures for interim compensation and reimbursement of expenses of
Professionals [Docket No. xxx].



• “Proof of Claim” means a proof of Claim Filed against any of the Debtors in the
Chapter 11 Cases.



• “Proof of Interest” means a proof of Interest Filed against any of the Debtors in the
Chapter 11 Cases.



• “Registration Rights Agreement” means the registration rights agreement to be
implemented on the Effective Date, the form of which shall be included in the Plan Supplement and
shall be satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan
Noteholders.


 


11









 





• “Reinstated” means: (a) leaving unaltered the legal, equitable, and contractual
rights to which a Claim or Interest entitles the Holder of such Claim or Interest so as to leave
such Claim or Interest Unimpaired; or (b) notwithstanding any contractual provision or applicable
law that entitles the Holder of a Claim or Interest to demand or receive accelerated payment of
such Claim or Interest after the occurrence of a default: (i) curing any such default that
occurred before or after the Petition Date, other than a default of a kind specified in section
365(b)(2) of the Bankruptcy Code or of a kind that section 365(b)(2) expressly does not require to
be cured; (ii) reinstating the maturity (to the extent such maturity has not otherwise accrued by
the passage of time) of such Claim or Interest as such maturity existed before such default; (iii)
compensating the Holder of such Claim or Interest for any damages incurred as a result of any
reasonable reliance by such Holder on such contractual provision or such applicable law; (iv) if
such Claim or Interest arises from a failure to perform a nonmonetary obligation other than a
default arising from failure to operate a nonresidential real property lease subject to section
365(b)(1)(A), compensating the Holder of such Claim or Interest (other than a Debtor or an insider)
for any actual pecuniary loss incurred by such Holder as a result of such failure; and (v) not
otherwise altering the legal, equitable, or contractual rights to which such Claim or Interest
entitles the Holder.



• “Rejected Executory Contract and Unexpired Lease List” means the list (as may be
amended), as determined by the Debtors or the Reorganized Debtors, as applicable, of Executory
Contracts and Unexpired Leases (including any amendments or modifications thereto) that will be
rejected by the Reorganized Debtors pursuant to the provisions of Article V hereof.



• “Released Party” means each of: (a) the ABL Agent, in its capacity as such; (b) the
ABL Lenders, in their capacity as such; (c) the Senior Secured Noteholders, in their capacity as
such; (d) the Senior Secured Notes Trustee, in its capacity as such; (e) the 8.625%
Noteholders, in their capacity as such; (f) the 8.625% Notes Trustee, in its capacity as such;
(g) the AcqCo Noteholders, in their capacity as such; (h) the AcqCo Notes Trustee, in its capacity
as such; (i) the Holders of HoldCo Interests, in their capacity as such, only if such Holders of
HoldCo Interests either: (i) execute a joinder to the Plan Support Agreement, which binds at least
90% in amount of the Holdco Interests to support the Restructuring Transactions; or (ii) do not
object to the Plan evidencing the Restructuring and Class 10 votes to accept the Plan; (j) with
respect to each of the foregoing entities in clauses (a) through (i), such Entity’s current and
former affiliates, subsidiaries, officers, directors, principals, members, employees, agents,
financial advisors, attorneys, accountants, investment bankers, consultants, representatives, and
other professionals, in each case in their capacity as such; and (k) the Debtors’ current and
former affiliates, subsidiaries, officers, directors, principals, employees, agents, financial
advisors, attorneys, accountants, investment bankers, consultants, representatives, and other
professionals, in each case in their capacity as such.



• “Reorganized Debtors” means, collectively, the Debtors after the Effective Date.



• “Reorganized NBC” means NBC after the Effective Date.



• “Reorganized NBC Total Enterprise Value” means the value of the Reorganized Debtors in
the amount of approximately $[_____] as of the Effective Date.


 


12









 





• “Restructuring Documents” means the various agreements and other documentation
formalizing the Restructuring, including the Restructuring and Support Agreement.



• “Restructuring and Support Agreement” means that certain Restructuring and Support
Agreement, dated as of June [_____], 2011, by and among the Debtors, the JPMorgan Noteholders, and the
Ad Hoc 8.625% Noteholders.



• “Restructuring Transactions” means those mergers, amalgamations, consolidations,
arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,
dissolutions, or other corporate transactions that the Debtors determine to be necessary, and are
reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders to effect the
Restructuring.



• “Restructuring Transactions Memorandum” means the memorandum describing the
Restructuring Transactions, including those inter-company mergers, consolidations, amalgamations,
arrangements, continuances, restructurings, transfers, conversions, dispositions, liquidations,
dissolutions, or other corporate transactions that the Debtors or the Reorganized Debtors may
determine to be necessary to implement the Restructuring Transactions and to effect a restructuring
of a Debtor’s business or a restructuring of the overall corporate structure of the Reorganized
Debtors, which will be included in the Plan Supplement.



• “Schedules” means the schedules of assets and liabilities, schedules of Executory
Contracts or Unexpired Leases, and statement of financial affairs Filed by the Debtors pursuant
to section 521 of the Bankruptcy Code, the official bankruptcy forms, and the Bankruptcy
Rules, as they may be amended, modified, or supplemented from time to time.



• “Secured” means when referring to a Claim: (a) secured by a Lien on property in which
the Estate has an interest, which Lien is valid, perfected, and enforceable pursuant to applicable
law or by reason of a Bankruptcy Court order, or that is subject to setoff pursuant to section 553
of the Bankruptcy Code, to the extent of the value of the creditor’s interest in the Estate’s
interest in such property or to the extent of the amount subject to setoff, as applicable, as
determined pursuant to section 506(a) of the Bankruptcy Code; or (b) Allowed as such pursuant to
the Plan.



• “Securities Act” means the Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, together
with the rules and regulations promulgated thereunder.



• “Security” means a security as defined in section 2(a)(1) of the Securities Act.



• “Senior Secured Notes” means the $200 million 10% senior secured notes due December 1,
2011, issued by NBC pursuant to the Senior Secured Notes Indenture.



• “Senior Secured Notes Claims” means any Claim derived from or based upon the Senior
Secured Notes.


 


13









 





• “Senior Secured Notes Indenture” means that certain indenture, dated October 2, 2009,
by and among NBC, all of NBC’s affiliates, as guarantors, and Wilmington Trust FSB, as collateral
agent.



• “Senior Secured Notes Trustee” means Wilmington Trust FSB, as collateral agent under
the Senior Secured Notes Indenture.



• “Shareholders Agreement” means the shareholders agreement to be implemented on the
Effective Date, the form of which shall be included in the Plan Supplement and shall be
satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders.



• “Subordinated Securities Claim” means a Claim of the type described in, and subject to
subordination pursuant to section 510(b) of the Bankruptcy Code.



• “Unexpired Lease” means a lease to which one or more of the Debtors is a party that is
subject to assumption or rejection under section 365 of the Bankruptcy Code.



• “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claims
or Interests that is unimpaired within the meaning of section 1124 of the Bankruptcy Code.



• “Unsecured Claim” means any Claim that is not a Secured Claim.



• “Weston Presidio” means a group of jointly managed private equity funds, including
Weston Presidio Capital, III, L.P., Weston Presidio Capital IV, L.P., WPC Entrepreneur Fund, L.P.,
and WPC Entrepreneur Fund II, L.P.



10.02. Rules of Interpretation.



For purposes of this Plan: (1) in the appropriate context, each term, whether stated in the
singular or the plural, shall include both the singular and the plural, and pronouns stated in the
masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender;
(2) unless otherwise specified, any reference herein to a contract, lease, instrument, release,
indenture, or other agreement or document being in a particular form or on particular terms and
conditions means that the referenced document shall be substantially in that form or substantially
on those terms and conditions; (3) unless otherwise specified, any reference herein to an existing
document, schedule, or exhibit, whether or not Filed, having been Filed or to be Filed shall mean
that document, schedule, or exhibit, as it may thereafter be amended, modified, or supplemented;
(4) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’s successors
and assigns; (5) unless otherwise specified, all references herein to “Articles” are references to
Articles hereof or hereto; (6) unless otherwise specified, all references herein to exhibits are
references to exhibits in the Plan Supplement; (7) unless otherwise specified, the words “herein,”
“hereof,” and “hereto” refer to the Plan in its entirety rather than to a particular portion of the
Plan; (8) subject to the provisions of any contract, certificate of incorporation, by-law,
instrument, release, or other agreement or document entered into in connection with the Plan, the
rights and obligations arising pursuant to the Plan shall be


 


14









 






governed by, and construed
and enforced in accordance with the applicable federal law, including the Bankruptcy Code and
Bankruptcy Rules; (9) captions and headings to Articles are inserted for convenience of reference
only and are not intended to be a part of or to affect the interpretation of the Plan; (10) unless
otherwise specified herein, the rules of construction set forth in section 102 of the Bankruptcy
Code shall apply; (11) any term used in capitalized form herein that is not otherwise defined but
that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assigned to that
term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be; (12) all references to
docket numbers of documents Filed in the Chapter 11 Cases are references to the docket numbers
under the Bankruptcy Court’s CM/ECF system; (13) all references to statutes, regulations, orders,
rules of courts, and the like shall mean as amended from time to time, and as applicable to the
Chapter 11 Cases, unless otherwise stated; and (14) any immaterial effectuating provisions may be
interpreted by the Reorganized Debtors in such a manner that is consistent with the overall purpose
and intent of the Plan all without further notice to or action, order, or approval of the
Bankruptcy Court or any other Entity. Except as otherwise specifically provided in the Plan to the
contrary, references in the Plan to the Debtors or to the Reorganized Debtors shall mean the
Debtors and the Reorganized Debtors, as applicable, to the extent the context requires.



10.03. Computation of Time.



Unless otherwise specifically stated herein, the provisions of Bankruptcy Rule 9006(a) shall
apply in computing any period of time prescribed or allowed herein. If the date on which a
transaction may occur pursuant to the Plan shall occur on a day that is not a Business Day, then
such transaction shall instead occur on the next succeeding Business Day.



10.04. Governing Law.



Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Code
and Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of New York,
without giving effect to the principles of conflict of laws, shall govern the rights, obligations,
construction, and implementation of the Plan, any agreements, documents, instruments, or contracts
executed or entered into in connection with the Plan (except as otherwise set forth in those
agreements, in which case the governing law of such agreement shall control); provided, however,
that corporate governance matters relating to the Debtors or the Reorganized Debtors, as
applicable, not incorporated in Delaware shall be governed by the laws of the state of
incorporation of the relevant Debtor or the Reorganized Debtors, as applicable.



10.05. Reference to Monetary Figures.



All references in the Plan to monetary figures shall refer to currency of the United States of
America, unless otherwise expressly provided.


 


15









 





Section 11.

ADMINISTRATIVE CLAIMS AND PRIORITY TAX CLAIMS




In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and
Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and
Interests set forth in Article III hereof.



11.01. Administrative Claims.




(a) General Administrative Claims.



Except as specified in this Article II hereof, unless otherwise agreed to by the Holder of a
General Administrative Claim and the Debtors or the Reorganized Debtors, as applicable, each Holder
of an Allowed General Administrative Claim will receive, in full satisfaction of its General
Administrative Claim, Cash equal to the amount of such Allowed General Administrative Claim either:
(a) on the Effective Date; (b) if the General Administrative Claim is not Allowed as of the
Effective Date, 30 days after the date on which an order allowing such General Administrative Claim
becomes a Final Order, or as soon thereafter as reasonably practicable; or (c) if the Allowed
General Administrative Claims are based on liabilities incurred by the Debtors in the ordinary
course of their business during the Postpetition Period, pursuant to the terms and conditions of
the particular transaction giving rise to such Allowed General Administrative Claims, without any
further action by the Holders of such Allowed General Administrative Claims.




(b) Professional Compensation.




(i) Final Fee Applications.



All final requests for payment of Professional Fee Claims, including the Holdback Amount and
Professional Fee Claims incurred during the period from Petition Date through the
Effective Date, must be filed with the Bankruptcy Court and served on the Reorganized Debtors
no later than 30 days after the Effective Date. After notice and a hearing in accordance with the
procedures established by the Bankruptcy Code and prior orders of the Bankruptcy Court in the
Chapter 11 Cases, the allowed amounts of such Professional Fee Claims shall be determined by the
Bankruptcy Court.




(ii) Payment of Interim Amounts.



Subject to the Holdback Amount, on the Effective Date, the Debtors or the Reorganized Debtors,
as applicable, shall pay all amounts owing to Professionals for all outstanding amounts payable in
accordance with the Professional Fee Order relating to prior periods through the Effective Date.
To receive payment, on or before the Effective Date, each Professional shall submit a detailed
invoice covering such period in the manner and providing the detail as set forth in the
Professional Fee Order.




(iii) Post-Effective Date Fees and Expenses.



Except as otherwise specifically provided in the Plan, from and after the Effective Date, the
Reorganized Debtors shall, in the ordinary course of business and without any further notice to or
action, order, or approval of the Bankruptcy Court, pay in Cash the reasonable legal, professional,
or other fees and expenses related to implementation of the Plan and Consummation incurred by the
Reorganized Debtors. Upon the Effective Date, any requirement that Professionals comply with
sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seeking retention or compensation
for services rendered after such date shall terminate, and the Reorganized Debtors may employ and
pay any Professional in the ordinary course of business without any further notice to or action,
order, or approval of the Bankruptcy Court.


 


16









 





11.02. DIP Claims




Except to the extent that a Holder of an Allowed DIP Claim agrees to a less favorable
treatment, in full and final satisfaction, settlement, release, and discharge of, and in exchange
for, each Allowed DIP Claim, each such Allowed DIP Claim shall be paid in full in Cash by the
Debtors on the Effective Date.



11.03. Priority Tax Claims.



Except to the extent that a Holder of an Allowed Priority Tax Claim agrees to a less favorable
treatment, in full and final satisfaction, settlement, release, and discharge of and in exchange
for each Allowed Priority Tax Claim, each Holder of such Allowed Priority Tax Claim shall be
treated in accordance with the terms set forth in section 1129(a)(9)(C) of the Bankruptcy Code.



Section 12.

CLASSIFICATION AND TREATMENt oF CLAIMS AND INTERESTS




12.01. Classification of Claims and Interests.



Claims and Interests, except for Administrative Claims and Priority Tax Claims, are classified
in the Classes set forth in this Article III. A Claim or Interest is classified in a particular
Class only to the extent that the Claim or Interest qualifies within the description of that Class
and is classified in other Classes to the extent that any portion of the Claim or Interest
qualifies within the description of such other Classes. A Claim or Interest also is classified in
a particular Class for the purpose of receiving distributions pursuant to the Plan only to the
extent that such Claim is an Allowed Claim in that Class and has not been paid, released, or
otherwise satisfied prior to the Effective Date.




(a) Substantive Consolidation of the Debtor Estates.



Pursuant to Article IV.A hereof, the Plan provides for the consensual substantive consolidation of
the Estates into a single Estate for all purposes associated with Confirmation and Consummation.
As a result of the substantive consolidation of the Estates, each Class of Claims and Interests
will be treated as against a single consolidated Estate without regard to the separate
identification of the Debtors.


 


17









 






(b) Class Identification.



The classification of Claims and Interests against the Debtors pursuant to the Plan is as
follows:



	 	 	 	 	 	 	 
	Class	 	Claims and Interests	 	Status	 	Voting Rights
	Class 1

	 	ABL Facility Claims
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 2

	 	Senior Secured Notes Claims
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 3

	 	Other Secured Claims
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 4

	 	Other Priority Claims
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 5

	 	8.625% Notes Claims
	 	Impaired
	 	Entitled to Vote
	Class 6

	 	AcqCo Notes Claim
	 	Impaired
	 	Entitled to Vote
	Class 7

	 	General Unsecured Claims
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 8

	 	Intercompany Claims
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 9

	 	Intercompany Interests
	 	Unimpaired
	 	Not Entitled to Vote (Deemed to Accept)
	Class 10

	 	HoldCo Interests
	 	Impaired
	 	Entitled to Vote
	Class 11

	 	Subordinated Securities Claims
	 	Impaired
	 	Not Entitled to Vote (Deemed to Reject)






12.02. Treatment of Claims and Interests.




	 	(a)	 	Class 1 — ABL Facility Claims.







	 	(i)	 	Classification: Class 1 consists of all ABL Facility Claims.

	 
	 	(ii)	 	Allowance: The ABL Facility Claims are Allowed in an aggregate
amount equal to approximately $[_____] million.

	 
	 	(iii)	 	Treatment: Except to the extent that a Holder of an Allowed
Claim in Class 1 agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
Allowed Claim in Class 1, each such Holder shall be paid in full in Cash.

	 
	 	(iv)	 	Voting: Class 1 is Unimpaired under the Plan. Holders of
Claims in Class 1 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.







	 	(b)	 	Class 2 — Senior Secured Notes Claims.







	 	(i)	 	Classification: Class 2 consists of all Senior Secured Notes
Claims.

	 
	 	(ii)	 	Allowance: The Senior Secured Notes Claims are Allowed in an
aggregate amount equal to approximately $[_____] million.

	 
	 	(iii)	 	Treatment: Except to the extent that a Holder of an Allowed
Claim in Class 2 agrees to a less favorable treatment, in full and final
satisfaction, settlement, release, and discharge of and in exchange for each
Allowed Claim in Class 2, each such Holder shall be paid in full in Cash.

	 
	 	(iv)	 	Voting: Class 2 is Unimpaired under the Plan. Holders of
Claims in Class 2 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.




 


18









 











	 	(c)	 	Class 3 — Other Secured Claims.







	 	(i)	 	Classification: Class 3 consists of all Other Secured Claims.

	 
	 	(ii)	 	Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 3 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 3, each such
Holder shall receive, at the option of the Debtors, subject to the consent of
counsel to the Ad Hoc 8.625% Noteholders and counsel to the JPMorgan
Noteholders, such consent not to be unreasonably withheld, either:







	 	(A)	 	payment in full in cash;

	 
	 	(B)	 	delivery of collateral securing any such Claim
and payment of any interest required under section 506(b) of the
Bankruptcy Code;

	 
	 	(C)	 	reinstatement of such Other Secured Claims; or

	 
	 	(D)	 	other treatment rendering such Claim
Unimpaired.







	 	(iii)	 	Voting: Class 3 is Unimpaired under the Plan. Holders of
Claims in Class 3 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.







	 	(d)	 	Class 4 — Other Priority Claims







	 	(i)	 	Classification: Class 4 consists of all Other Priority Claims.

	 
	 	(ii)	 	Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 4 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 4, each such
Holder shall receive, at the option of the Debtors, subject to the consent of
counsel to the Ad Hoc 8.625% Noteholders and counsel to the JPMorgan
Noteholders, such consent not to be unreasonably withheld, either:







	 	(A)	 	payment in full in cash; or

	 
	 	(B)	 	other treatment rendering such Claim
Unimpaired.







	 	(iii)	 	Voting: Class 4 is Unimpaired under the Plan. Holders of
Claims in Class 4 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.




 


19









 











	 	(e)	 	Class 5 — 8.625% Notes Claims.







	 	(i)	 	Classification: Class 5 consists of all 8.625% Notes Claims.

	 
	 	(ii)	 	Allowance: The 8.625% Notes Claims shall be allowed in an
aggregate amount equal to approximately $[_____] million.

	 
	 	(iii)	 	Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 5 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 5, each such
Holder shall receive its Pro Rata share of:







	 	(A)	 	the Cash Payment;

	 
	 	(B)	 	the New Senior Unsecured Notes; and

	 
	 	(C)	 	78% of the New Common Equity.







	 	(iv)	 	Voting: Class 5 is Impaired under the Plan. Holders of
Allowed Claims in Class 5 are entitled to vote to accept or reject the Plan.




 


20









 











	 	(f)	 	Class 6 — AcqCo Notes Claims.







	 	(i)	 	Classification: Class 6 consists of all AcqCo Notes Claims.

	 
	 	(ii)	 	Allowance: The AcqCo Notes Claims shall be allowed in an
aggregate amount equal to approximately $[_____] million.

	 
	 	(iii)	 	Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 6 agrees to a less favorable treatment of
its Allowed Claim, in full and final satisfaction, settlement, release, and
discharge of and in exchange for each Allowed Claim in Class 6, each such
Holder shall receive its Pro Rata share of 22% of the New Common Equity.

	 
	 	(iv)	 	Voting: Class 6 is Impaired under the Plan. Holders of
Allowed Claims in Class 6 are entitled to vote to accept or reject the Plan.







	 	(g)	 	Class 7 — General Unsecured Claims.







	 	(i)	 	Classification: Class 7 consists of all General Unsecured
Claims.

	 
	 	(ii)	 	Treatment: On the Effective Date, except to the extent that a
Holder of an Allowed Claim in Class 7 agrees to a less favorable treatment of
its Allowed Claim or has been paid prior to the Effective Date, each such
Allowed Claim shall be reinstated and rendered Unimpaired in accordance with
section 1124 of the Bankruptcy Code or each Holder of an Allowed Claim in Class
7 shall be paid in full in Cash on the Distribution Date or soon thereafter.
The Debtors reserve their rights, however to dispute the validity of any Claim
in Class 7, whether or not objected to prior to the Effective Date.

	 
	 	(iii)	 	Voting: Class 7 is Unimpaired under the Plan. Holders of
Claims in Class 7 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.







	 	(h)	 	Class 8 — Intercompany Claims.







	 	(i)	 	Classification: Class 8 consists of all Intercompany Claims.

	 
	 	(ii)	 	Treatment: Intercompany Claims may be Reinstated as of the
Effective Date or, at the Debtors’ or the Reorganized Debtors’ option, subject
to the consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders,
such consent not to be unreasonably withheld, be cancelled, and no distribution
shall be made on account of such Claims.

	 
	 	(iii)	 	Voting: Class 8 is Unimpaired under the Plan. Holders of
Claims in Class 8 are conclusively presumed to have accepted the Plan pursuant
to section 1126(f) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.




 


21









 











	 	(i)	 	Class 9 — Intercompany Interests.







	 	(i)	 	Classification: Class 9 consists of all Intercompany
Interests.

	 
	 	(ii)	 	Treatment: Intercompany Interests may be Reinstated as of the
Effective Date or, at the Debtors’ or the Reorganized Debtors’ option, subject
to the consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders,
such consent not to be unreasonably withheld, be cancelled, and no distribution
shall be made on account of such Interests.

	 
	 	(iii)	 	Voting: Class 9 is Unimpaired under the Plan. Holders of
Interests in Class 9 are conclusively presumed to have accepted the Plan
pursuant to section 1126(f) of the Bankruptcy Code. Therefore, such Holders
are not entitled to vote to accept or reject the Plan.







	 	(j)	 	Class 10 — HoldCo Interests.







	 	(i)	 	Classification: Class 10 consists of all HoldCo Interests.

	 
	 	(ii)	 	Treatment: On the Effective Date, all Interests in Class 10
shall be cancelled without any distribution or recovery on account of such
Interest; provided, however, that if Weston Presidio and each of its affiliates
which are Holders of HoldCo Interests either (i) executes a joinder to the Plan
Support Agreement which binds at least 90% in amount of the Holdco Interests to
support the Restructuring Transactions, or (ii) does not object to the Plan
evidencing the Restructuring and votes to accept the Plan, each Holder of an
Interest in Class 10 shall receive its Pro Rata share of the New Warrants.

	 
	 	(iii)	 	Voting: Class 10 is Impaired under the Plan. Holders of
Interests in Class 10 are entitled to vote to accept or reject the Plan.







	 	(k)	 	Class 11 — Subordinated Securities Claims.







	 	(i)	 	Classification: Class 11 consists of all Subordinated
Securities Claims.

	 
	 	(ii)	 	Treatment: On the Effective Date, all Claims in Class 11 shall
be cancelled without any distribution.

	 
	 	(iii)	 	Voting: Class 11 is Impaired under the Plan. Holders of
Claims in Class 11 are conclusively presumed to have rejected the Plan pursuant
to section 1126(g) of the Bankruptcy Code. Therefore, such Holders are not
entitled to vote to accept or reject the Plan.




 


22









 










12.03. Special Provision Governing Unimpaired Claims.



Except as otherwise provided in the Plan, nothing under the Plan shall affect the Debtors’
rights in respect of any Unimpaired Claims, including, all rights in respect of legal and equitable
defenses to or setoffs or recoupments against any such Unimpaired Claims.



12.04. Acceptance or Rejection of the Plan.




(a) Voting Classes.



Classes 5, 6, and 10 are Impaired under the Plan. The Holders of Claims and Interests in such
Classes are entitled to vote to accept or reject the Plan.




(b) Presumed Acceptance of the Plan.



Classes 1, 2, 3, 4, 7, 8, and 9 are Unimpaired under the Plan. The Holders of Claims and
Interests in such Classes are deemed to have accepted the Plan pursuant to section 1126(f) of the
Bankruptcy Code and are not entitled to vote to accept or reject the Plan.




(c) Presumed Rejection of Plan.



Class 11 is Impaired and shall receive no distribution under the Plan. The Holders of Claims
in Class 11 are deemed to have rejected the Plan pursuant to section 1126(f) of the Bankruptcy Code
and are not entitled to vote to accept or reject the Plan.



12.05. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy Code.



Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmation by
acceptance of the Plan by Classes 5 or 6. The Debtors shall seek Confirmation of the Plan pursuant
to section 1129(b) of the Bankruptcy Code with respect to any rejecting Class of Claims or
Interests.



12.06. Controversy Concerning Impairment.



If a controversy arises as to whether any Claims or Interests, or any Class of Claims or
Interests, are Impaired, the Bankruptcy Court shall, after notice and a hearing, determine such
controversy on or before the Confirmation Date.



12.07. Subordinated Claims.




The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and
the respective distributions and treatments under the Plan take into account and conform to the
relative priority and rights of the Claims and Interests in each Class in connection with any
contractual, legal, and equitable subordination rights relating thereto, whether arising under
general principles of equitable subordination, section 510(b) of the Bankruptcy Code, or otherwise.
Pursuant to section 510 of the Bankruptcy Code, the Reorganized Debtors reserve the right to
re-classify any Allowed Claim or Interest in accordance with any contractual, legal, or equitable
subordination relating thereto.


 


23









 





Section 13.

MEANS FOR IMPLEMENTATION OF THE PLAN




13.01. Substantive Consolidation.



The Plan shall serve as a motion by the Debtors seeking entry of a Bankruptcy Court order
substantively consolidating all of the Estates and its subsidiaries into a single consolidated
Estate for all purposes associated with Confirmation and Consummation.



If substantive consolidation of all of the Estates is ordered, then on and after the Effective
Date, all assets and liabilities of the Debtors shall be treated as though they were merged into
the Estate of NBC for all purposes associated with Confirmation and Consummation, and all
guarantees by any Debtor of the obligations of any other Debtor shall be eliminated so that any
Claim and any guarantee thereof by any other Debtor, as well as any joint and several liability of
any Debtor with respect to any other Debtor shall be treated as one collective obligation of the
Debtors. Substantive consolidation shall not affect the legal and organizational structure of the
Reorganized Debtors’ Entities or their separate corporate existences or any prepetition or
postpetition guarantees, Liens, or security interests that are required to be maintained under the
Bankruptcy Code, under the Plan, any contract, instrument, or other agreement or document
pursuant to the Plan (including the New Senior Secured Notes Indenture, New Senior Unsecured Notes
Indenture, New ABL Facility, New Warrants, Registration Rights Agreement, or Shareholders
Agreement, or the identity of the New Board and management), or, in connection with contracts or
leases that were assumed or entered into during the Chapter 11 Cases. Any alleged defaults under
any applicable agreement with the Debtors, the Reorganized Debtors, or their Affiliates arising
from substantive consolidation under the Plan shall be deemed cured as of the Effective Date.



Notwithstanding the substantive consolidation provided for herein, nothing shall affect the
obligation of each and every Debtor to pay Quarterly Fees to the Office of the United States
Trustee pursuant to 28 U.S.C. § 1930 until such time as a particular case is closed, dismissed, or
converted.



13.02. General Settlement of Claims and Interests.



As discussed in detail in the Disclosure Statement and as otherwise provided herein, pursuant
to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the
classification, distributions, releases, and other benefits provided under the Plan, upon the
Effective Date, the provisions of the Plan shall constitute a good faith compromise and settlement
of all Claims and Interests and controversies resolved pursuant to the Plan. Subject to Article VI
hereof, all distributions made to Holders of Allowed Claims and Allowed Interests in any Class are
intended to be and shall be final.


 


24









 





13.03. Restructuring Transactions.



On the Effective Date, the applicable Debtors or the Reorganized Debtors shall enter into the
Restructuring Transactions in form and substance reasonably satisfactory to the Ad Hoc 8.625%
Noteholders and the JPMorgan Noteholders, and shall take any actions as may be necessary to effect
a corporate restructuring of their respective businesses or a corporate restructuring of the
overall corporate structure of the Debtors, to the extent provided therein. The Restructuring may
include one or more inter-company mergers, consolidations, amalgamations, arrangements,
continuances, restructurings, conversions, dissolutions, transfers, liquidations, or other
corporate transactions as may be determined by the Debtors to be necessary, and reasonably
satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders. The actions to effect
the Restructuring may include: (1) the execution and delivery of appropriate agreements or other
documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer,
arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are
consistent with the terms of the Restructuring and that satisfy the applicable requirements of
applicable law and any other terms to which the applicable Entities may agree; (2) the execution
and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any
asset, property, right, liability, debt, or obligation on terms consistent with the terms of the
Restructuring and having other terms for which the applicable parties agree; (3) the filing of
appropriate certificates or articles of incorporation, reincorporation, merger, consolidation,
conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or
provincial law; and (4) all other
actions that the applicable Entities determine to be necessary, including making filings or
recordings that may be required by applicable law in connection with the Restructuring.



The terms of the Restructuring shall be structured to preserve favorable tax attributes of the
Debtors and to minimize taxes payable by the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders
to the extent practicable and in a manner reasonably satisfactory to the Ad Hoc 8.625% Noteholders
and the JPMorgan Noteholders.



13.04. Reorganized NBC.



On the Effective Date, the New Board of Reorganized NBC shall be established and Reorganized
NBC shall adopt its New Organizational Documents and the Management Equity Incentive Plan.
Reorganized NBC shall be authorized to adopt any other agreements, documents, and instruments and
to take any other actions contemplated under the Plan as necessary to consummate the Plan.



13.05. Existing Letters of Credit.



On the Effective Date, subject to (F) below, all Existing Letters of Credit shall be
Reinstated and continue to remain outstanding.



13.06. Sources of Consideration for Plan Distributions.



The Reorganized Debtors shall fund distributions under the Plan with Cash on hand, including
Cash from operations, the New ABL Facility, the New Senior Secured Notes, the New Senior Unsecured
Notes, the New Common Equity, and the New Warrants.




(a) New ABL Facility.



On the Effective Date, the Reorganized Debtors may obtain access to the New ABL Facility,
which shall be reasonably satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and
JPMorgan Noteholders; provided, however, that to the extent any provision will affect the nature,
value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it
shall be satisfactory to such Holders. Confirmation shall be deemed approval of New ABL Facility
(including the transactions contemplated thereby, and all actions to be taken, undertakings to be
made, and obligations to be incurred by the Reorganized Debtors in connection therewith) and
authorization for the Reorganized Debtors to enter into and execute New ABL Facility documents,
subject to such modifications as the Reorganized Debtors may deem to be reasonably necessary to
consummate such New ABL Facility.


 


25









 






(b) New Senior Secured Notes.



On the Effective Date, the Reorganized Debtors may issue the New Senior Secured Notes, which
shall be reasonably satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and
JPMorgan Noteholders; provided, however, that to the extent any provisions will affect the nature,
value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, they
shall be satisfactory to such Holders; provided, further, if the New Senior Secured Notes contain
terms less favorable to the Debtors and their creditors than those
set forth in Exhibit D to the Restructuring and Support Agreement, such terms must be
satisfactory to counsel to the Ad Hoc 8.625% Noteholders and counsel to the JPMorgan Noteholders.
Confirmation shall be deemed approval of New Senior Secured Notes (including the transactions
contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to be
incurred by the Reorganized Debtors in connection therewith) and authorization for the Reorganized
Debtors to enter into and execute New Senior Secured Notes documents, subject to such modifications
as the Reorganized Debtors may deem to be reasonably necessary to consummate such New Senior
Secured Notes.




(c) New Senior Unsecured Notes.



On the Effective Date, the Reorganized Debtors may issue the New Senior Unsecured Notes, which
shall be satisfactory in form and substance to the Ad Hoc 8.625% Noteholders and JPMorgan
Noteholders, and shall have terms materially consistent with the terms set forth in Exhibit
E to the Restructuring and Support Agreement. Confirmation shall be deemed approval of New
Senior Secured Notes (including the transactions contemplated thereby, and all actions to be taken,
undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection
therewith) and authorization for the Reorganized Debtors to enter into and execute New Senior
Unsecured Notes documents, subject to such modifications as the Reorganized Debtors may deem to be
reasonably necessary to consummate such New Senior Unsecured Notes.




(d) Issuance of New Common Equity.



The issuance of the New Common Equity, including options, or other equity awards, if any,
reserved for the Management Equity Incentive Plan, by Reorganized NBC is authorized without the
need for any further corporate action or without any further action by the Holders of Claims or
Interests. Reorganized NBC shall be authorized to issue up to [TO COME] shares of New Common
Equity pursuant to its New Organizational Documents. On the Effective Date, the Debtors shall
issue all securities, notes, instruments, certificates, and other documents required to be issued
pursuant to the Restructuring.


 


26









 





All of the shares of New Common Equity issued pursuant to the Plan shall be duly authorized,
validly issued, fully paid, and non-assessable. Each distribution and issuance referred to in
Article VI hereof shall be governed by the terms and conditions set forth in the Plan applicable to
such distribution or issuance and by the terms and conditions of the instruments evidencing or
relating to such distribution or issuance, which terms and conditions shall bind each Entity
receiving such distribution or issuance. For purposes of distribution, the New Common Equity shall
be deemed to have the value assigned to it based upon, among other things, the Reorganized NBC
Total Enterprise Value, regardless of the date of distribution.



The Holders of New Common Equity may be parties to the Shareholders Agreement, which shall be
in form and substance satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders.



The holders of New Common Equity and the Debtors shall be parties to the Registration Rights
Agreement, which shall be satisfactory in form and substance to the Ad Hoc 8.625%
Noteholders, and the JPMorgan Noteholders, obligating the Reorganized Debtors to register for
resale certain shares of the New Common Equity under the Securities Act in accordance with the
terms set forth in such agreement.




(e) Issuance of New Warrants.



Within 30 days of the Effective Date, if Class 10 votes to accept the Plan and does not object
to the Plan, Reorganized NBC shall issue the New Warrants to the Holders of Interests in Class 10,
pursuant to the terms of the New Warrants Agreement. All of the New Warrants issued pursuant to
the Plan shall be duly authorized, validly issued, fully paid, and non-assessable. Each
distribution and issuance referred to in Article VI hereof shall be governed by the terms and
conditions set forth in the Plan applicable to such distribution or issuance and by the terms and
conditions of the instruments evidencing or relating to such distribution or issuance, which terms
and conditions shall bind each Entity receiving such distribution or issuance.



13.07. Intercompany Account Settlement.



The Debtors and the Reorganized Debtors, as applicable, will be entitled to transfer funds
between and among themselves as they determine to be necessary to enable the Reorganized Debtors to
satisfy their obligations under the Plan. Except as set forth herein, any changes in intercompany
account balances resulting from such transfers will be accounted for and settled in accordance with
the Debtors’ historical intercompany account settlement practices and will not violate the terms of
the Plan.



13.08. Corporate Existence.



Except as otherwise provided in the Plan, each Debtor shall continue to exist after the
Effective Date as a separate corporate entity, limited liability company, partnership, or other
form, as the case may be, with all the powers of a corporation, limited liability company,
partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction
in which each applicable Debtor is incorporated or formed and pursuant to the respective
certificate of incorporation and by-laws (or other formation documents) in effect prior to the
Effective Date, except to the extent such certificate of incorporation and by-laws (or other
formation documents) are amended under the Plan or otherwise, and to the extent such documents are
amended, such documents are deemed to be amended pursuant to the Plan and require no further action
or approval (other than any requisite filings required under applicable state, provincial, or
federal law).


 


27









 





13.09. Vesting of Assets in the Reorganized Debtors.



Except as otherwise provided in the Plan or any agreement, instrument, or other document
incorporated in the Plan, on the Effective Date, all property in each Estate, all Causes of Action,
and any property acquired by any of the Debtors pursuant to the Plan shall vest in each respective
Reorganized Debtor, free and clear of all Liens, Claims, charges, or other encumbrances (except for
Liens securing obligations under the New ABL Facility, New Senior Secured Notes, and the Liens
securing obligations on account of Other Secured Claims that are reinstated pursuant to the Plan).
On and after the Effective Date, except as otherwise provided in
the Plan, each the Reorganized Debtors may operate their business and may use, acquire, or
dispose of property and compromise or settle any Claims, Interests, or Causes of Action without
supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code
or Bankruptcy Rules.



13.10. Cancellation of Existing Securities and Agreements.



On the Effective Date, except to the extent otherwise provided in the Plan, all notes,
instruments, certificates, and other documents evidencing Claims or Interests, including 8.625%
Notes Claims, ABL Facility Claims, Senior Secured Notes Claims, Subordinated Securities Claims, and
credit agreements, shall be deemed cancelled and surrendered without any need for a Holder to take
further action with respect to any note(s) or security and the obligations of the Debtors or
Reorganized Debtors, as applicable, thereunder or in any way related thereto shall be deemed
satisfied in full and discharged; provided, however, that notwithstanding Confirmation or
Consummation, any such indenture or agreement that governs the rights of the Holder of a Claim
shall continue in effect solely for purposes of allowing Holders to receive distributions under the
Plan; provided further, however, that the preceding proviso shall not affect the discharge of
Claims or Interests pursuant to the Bankruptcy Code, the Confirmation Order, or the Plan, or result
in any expense or liability to the Reorganized Debtors; provided further, however, that the
foregoing shall not affect the cancellation of shares issued pursuant to the Restructuring
Transactions nor any other shares held by one Debtor in the capital of another Debtor.



13.11. Corporate Action.



Upon the Effective Date, all actions contemplated under the Plan shall be deemed authorized
and approved in all respects, including: (1) adoption or assumption, as applicable, of the
agreements with existing management; (2) selection of the directors and officers for the
Reorganized Debtors and Reorganized NBC; (3) the distribution of the New Common Equity; (4)
implementation of the Restructuring Transactions as set forth in the Restructuring Transactions
Memorandum; (5) adoption of the Management Equity Incentive Plan; (6) issuance of the New Senior
Secured Notes and New Senior Unsecured Notes; (7) issuance of the New Warrants;


 


28









 






(8) entry into the
ABL Facility; (9) adoption of the Shareholders Agreement and
Registration Rights Agreement; (10)
assumption of the Expense Reimbursement Agreements; and (11) all other actions contemplated under
the Plan (whether to occur before, on, or after the Effective Date). All matters provided for in
the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, and any
corporate action required by the Debtors, the Reorganized Debtors, or Reorganized NBC in connection
with the Plan shall be deemed to have occurred and shall be in effect, without any requirement of
further action by the security holders, directors or officers of the Debtors, the Reorganized
Debtors, or Reorganized NBC. On or (as applicable) prior to the Effective Date, the appropriate
officers of the Debtors, the Reorganized Debtors, or Reorganized NBC, as applicable, shall be
authorized and (as applicable) directed to issue, execute, and deliver the agreements, documents,
securities, and instruments contemplated under the Plan (or necessary or desirable to effect the
transactions contemplated under the Plan) in the name of and on behalf of the Reorganized Debtors
and Reorganized NBC, including the New ABL Facility, New Senior Secured Notes, New Senior Unsecured
Notes, New Warrants, Shareholder Agreement, and Registration Rights Agreement], as applicable, and
any and all other agreements, documents, securities, and instruments relating to the foregoing.
The authorizations and approvals contemplated by this Article IV.K shall be effective notwithstanding any
requirements under non-bankruptcy law. The issuance of the New Common Equity shall be exempt from
the requirements of section 16(b) of the Securities Exchange Act of 1934 (pursuant to Rule 16b-3
promulgated thereunder) with respect to any acquisition of such securities by an officer or
director (or a director deputized for purposes thereof) as of the Effective Date.



13.12. New Organizational Documents.



On or immediately prior to the Effective Date, the New Organizational Documents shall be
amended in a manner reasonably satisfactory to the Debtors, the Ad Hoc 8.625% Noteholders, and the
JPMorgan Noteholders; provided, however that to the extent such provision will affect the nature,
value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it
shall be satisfactory to such Holders. Each of the Reorganized Debtors will file its New
Organizational Documents with the applicable Secretaries of State and/or other applicable
authorities in its respective state, province, or country of incorporation in accordance with the
corporate laws of the respective state, province, or country of incorporation. Pursuant to section
1123(a)(6) of the Bankruptcy Code, the New Organizational Documents will prohibit the issuance of
non-voting equity securities. After the Effective Date, the Reorganized Debtors may amend and
restate their respective New Organizational Documents and other constituent documents as permitted
by the laws of their respective state, province, or country of incorporation and its respective New
Organizational Documents.



13.13. Directors and Officers of the Reorganized Debtors.



As of the Effective Date, the term of the current members of the board of directors of the
Debtors shall expire, and the initial boards of directors, including the New Boards, and the
officers of each of the Reorganized Debtors shall be appointed in accordance with the respective
New Organizational Documents. The New Board shall consist of five members, and include (a) the two
Ad Hoc Members, (b) the one JPM Member, (c) one member to be jointly selected by the Ad Hoc 8.625%
Noteholders and the JPMorgan Noteholders, and (d) the Chief Executive Officer of the Company. The
Ad Hoc Members and the JPM Member shall each be members of the audit, governance and compensation
committees. Pursuant to section 1129(a)(5) of the Bankruptcy Code, the Debtors will disclose in
advance of the Confirmation Hearing the identity and affiliations of any Person proposed to serve
on the initial board of directors or be an officer of each of the Reorganized Debtors. To the
extent any such director or officer of the Reorganized Debtors is an “insider” under the Bankruptcy
Code, the Debtors also will disclose the nature of any compensation to be paid to such director or
officer. Each such director and officer shall serve from and after the Effective Date pursuant to
the terms of the New Organizational Documents and other constituent documents of the Reorganized
Debtors.


 


29









 





13.14. Effectuating Documents; Further Transactions.



On and after the Effective Date, the Reorganized Debtors, and the officers and members of the
boards of directors thereof, are authorized to and may issue, execute, deliver, file, or record
such contracts, Securities, instruments, releases, and other agreements or documents and take such
actions as may be necessary to effectuate, implement, and further evidence the terms and conditions
of the Plan and the Securities issued pursuant to the Plan in the name of and on
behalf of the Reorganized Debtors, without the need for any approvals, authorization, or
consents except for those expressly required pursuant to the Plan.



13.15. Section 1146 Exemption.



Pursuant to section 1146 of the Bankruptcy Code, any transfers of property pursuant hereto
shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or
similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, or other
similar tax or governmental assessment, and upon entry of the Confirmation Order, the appropriate
state or local governmental officials or agents shall forgo the collection of any such tax or
governmental assessment and accept for filing and recordation any of the foregoing instruments or
other documents without the payment of any such tax, recordation fee, or governmental assessment.



13.16. Director and Officer Liability Insurance.



On or before the Effective Date, the Reorganized Debtors will obtain sufficient liability
insurance policy coverage for the five-year period following the Effective Date with a cost not to
exceed $200,000 for the Debtors’ current and former directors and officers serving from and after
the Petition Date.



13.17. Management Equity Incentive Program.



On the Effective Date, the Debtors shall adopt the Management Equity Incentive Plan. The
Management Equity Incentive Plan will cover 10% of the fully-diluted and fully-distributed shares
of New Common Equity contemplated herein, with such percent being diluted for additional stock
issuances by the Debtors (other than pursuant to such issuances contemplated by the Restructuring,
including pursuant to the Management Equity Incentive Plan) following the Effective Date. On the
Effective Date: (a) 50% of the aggregate pool will be granted as restricted stock units
(collectively, the “RSUs”); and (b) 25% of the aggregate pool will be granted in the form
of stock options (collectively, the “Emergence Options,” and together with the RSUs, the
“Emergence Award”). The remaining 25% will be granted in the future as stock options (the
“Remaining Options,” and together with the Emergence Award, the


 


30









 






“Incentive
Award”), vesting based on the achievement of reasonably attainable performance goals determined by the New
Board in good faith. The Chief Executive Officer shall provide a proposed allocation for the
Emergence Award to the Ad Hoc 8.625% Noteholders and JPMorgan Member at least 21 days prior to the
Effective Date. Such allocation shall be as agreed upon by the Chief Executive Officer, the Ad Hoc
8.625% Noteholders, and JPMorgan Member prior to the Effective Date. The Emergence Award will vest
in four equal annual installments on the anniversary of the Effective Date. The Remaining Options
will be granted within four years of the Effective Date and will vest and become exercisable in
annual installments, as determined by the New Board over a period that will not exceed four years.
Any Incentive Award shall automatically vest upon: (i) the death, disability, termination without
“cause”, or termination for “good reason”; or (ii) a change in control of the Debtors following the
Effective Date. Shares of New Common Equity acquired in connection with any Incentive Award will
be subject to customary restrictions on transfer and will have customary tag along and registration
rights. To the extent no equity security of the Debtors is publicly traded at the time a tax
liability is incurred, the Debtors shall, at the holder’s election, withhold sufficient New Common Equity
to pay any taxes due upon settlement of any Incentive Award.



13.18. Employee and Retiree Benefits.



In consideration for releasing all Claims against the companies, all employees that are party
to employment, retirement, indemnification, and other agreements or arrangements with the Debtors
in place as of the Effective Date with the Debtors’ officers, directors, or employees, who will
continue in such capacities or similar capacities after the Effective Date, or variable incentive
plans regarding payment of a percentage of annual salary based on performance goals and financial
targets for certain employees identified as key leaders, top level managers, or sales leaders shall
receive new employment agreements with the Reorganized Debtors, which shall have economic terms
that are not less favorable to such employee than such employee’s current employment agreement, as
satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders.



13.19. Preservation of Causes of Action.



In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article VIII hereof,
the Reorganized Debtors shall retain and may enforce all rights to commence and pursue, as
appropriate, any and all Causes of Action, whether arising before or after the Petition Date,
including any actions specifically enumerated in the Plan Supplement, and the Reorganized Debtors’
rights to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding
the occurrence of the Effective Date, other than the Causes of Action released by the Debtors
pursuant to the releases and exculpations contained in the Plan, including in Article VIII. The
Reorganized Debtors may pursue such Causes of Action, as appropriate, in accordance with the best
interests of the Reorganized Debtors. No Entity may rely on the absence of a specific reference in
the Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it as any
indication that the Debtors or the Reorganized Debtors, as applicable, will not pursue any and all
available Causes of Action against it. The Debtors or the Reorganized Debtors, as applicable,
expressly reserve all rights to prosecute any and all Causes of Action against any Entity, except
as otherwise expressly provided in the Plan. Unless any Causes of Action against an Entity are
expressly
waived, relinquished, exculpated, released, compromised, or settled in the Plan or a
Bankruptcy Court order, the Reorganized Debtors expressly reserve all Causes of Action, for later
adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata,
collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or
otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of the
Confirmation or Consummation.


 


31









 





The Reorganized Debtors reserve and shall retain the Causes of Action notwithstanding the
rejection or repudiation of any Executory Contract or Unexpired Lease during the Chapter 11 Cases
or pursuant to the Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causes
of Action that a Debtor may hold against any Entity shall vest in the Reorganized Debtors. The
applicable Reorganized Debtors, through their authorized agents or representatives, shall retain
and may exclusively enforce any and all such Causes of Action. The Reorganized Debtors shall have
the exclusive right, authority, and discretion to determine and to
initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, or
litigate to judgment any such Causes of Action and to decline to do any of the foregoing without
the consent or approval of any third party or further notice to or action, order, or approval of
the Bankruptcy Court.



Section 14.

TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES




14.01. Assumption and Rejection of Executory Contracts and Unexpired Leases.



On the Effective Date, except as otherwise provided herein, all Executory Contracts or
Unexpired Leases, not previously assumed or rejected pursuant to an order of the Bankruptcy Court,
will be deemed assumed, in accordance with the provisions and requirements of sections 365 and 1123
of the Bankruptcy Code, other than those Executory Contracts or Unexpired Leases that: (1)
previously were assumed or rejected by the Debtors; (2) are identified on the Rejected Executory
Contract and Unexpired Lease List; (3) are the subject of a motion to reject Executory Contracts or
Unexpired Leases that is pending on the Confirmation Date; or (4) are subject to a motion to reject
an Executory Contract or Unexpired Lease pursuant to which the requested effective date of such
rejection is after the Effective Date. Entry of the Confirmation Order by the Bankruptcy Court
shall constitute approval of such assumptions and the rejection of the Executory Contracts or
Unexpired Leases listed on the Rejected Executory Contract and Unexpired Lease List pursuant to
sections 365(a) and 1123 of the Bankruptcy Code. Any motions to assume Executory Contracts or
Unexpired Leases pending on the Effective Date shall be subject to approval by the Bankruptcy Court
on or after the Effective Date by a Final Order. Each Executory Contract and Unexpired Lease
assumed pursuant to this Article V.A or by any order of the Bankruptcy Court, which has not been assigned
to a third party prior to the Confirmation Date, shall revest in and be fully enforceable by the
Reorganized Debtors in accordance with its terms, except as such terms are modified by the
provisions of the Plan or any order of the Bankruptcy Court authorizing and providing for its
assumption under applicable federal law. Notwithstanding anything to the contrary in the Plan, the
Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, or
supplement the schedules of Executory Contracts and Unexpired Leases identified in this
Article V and in the Plan Supplement at any time through and including 45 days after the
Effective Date.


 


32









 





14.02. Indemnification Obligations.



All indemnification provisions, consistent with applicable law, currently in place (whether in
the by-laws, certificates of incorporation, board resolutions, indemnification agreements, or
employment contracts) for the current and former directors, officers, employees (each of the
foregoing serving in such capacity after the Petition Date), attorneys, accountants, investment
bankers, and the Debtors shall be assumed by the applicable Debtor, effective as of the Effective
Date, pursuant to sections 365 and 1123 of the Bankruptcy Code, to the extent such Indemnification
Obligation is executory, unless such Indemnification Obligation previously was rejected by the
Debtors pursuant to a Final Order or is the subject of a motion to reject pending on the Effective
Date. Each Indemnification Obligation that is assumed, deemed assumed, honored, or reaffirmed
shall remain in full force and effect, shall not be modified, reduced,
discharged, impaired, or otherwise affected in any way, and shall survive Unimpaired and
unaffected, irrespective of when such obligation arose.



14.03. Claims Based on Rejection of Executory Contracts or Unexpired Leases.



Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim with
respect to Claims arising from the rejection of Executory Contracts or Unexpired Leases, pursuant
to the Plan or the Confirmation Order, if any, must be filed with the Bankruptcy Court within 30
days after the later of (1) the date of entry of an order of the Bankruptcy Court (including the
Confirmation Order) approving such rejection, (2) the effective date of such rejection, or (3) the
Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease
not filed with the Bankruptcy Court within such time will be automatically disallowed, forever
barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors,
the Estates, or their property without the need for any objection by the Reorganized Debtors or
further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, and
any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed
fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of
Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory
Contracts or Unexpired Leases shall be classified as General Unsecured Claims and shall be treated
in accordance with Article III.B.5 hereof.



14.04. Cure of Defaults for Executory Contracts and Unexpired Leases Assumed.



Any monetary defaults under each Executory Contract and Unexpired Lease to be assumed pursuant
to the Plan shall be satisfied, pursuant to section 365(b)(1) of the Bankruptcy Code, by payment of
the default amount in Cash on the Effective Date, subject to the limitation described below, or on
such other terms as the parties to such Executory Contracts or Unexpired Leases may otherwise
agree. In the event of a dispute regarding (1) the amount of any payments to cure such a default,
(2) the ability of the Reorganized Debtors or any assignee to provide “adequate assurance of future
performance” (within the meaning of section 365 of the


 


33









 






Bankruptcy Code) under the Executory
Contract or Unexpired Lease to be assumed, or (3) any
other
matter pertaining to assumption, the
cure payments required by section 365(b)(1) of the Bankruptcy Code shall be made following the
entry of a Final Order or orders resolving the dispute and approving the assumption. At least ten
days prior to the Confirmation Hearing, the Debtors shall provide for notices of proposed
assumption and proposed cure amounts to be sent to applicable third parties and for procedures for
objecting thereto and resolution of disputes by the Bankruptcy Court. Any objection by a
counterparty to an Executory Contract or Unexpired Lease to a proposed assumption or related cure
amount must be filed, served, and actually received by the Debtors at least three days prior to the
Confirmation Hearing. Any counterparty to an Executory Contract or Unexpired Lease that fails to
object timely to the proposed assumption or cure amount will be deemed to have assented to such
assumption or cure amount.



Assumption of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise
shall result in the full release and satisfaction of any Claims or defaults, whether monetary or
nonmonetary, including defaults of provisions restricting the change in control or ownership
interest composition or other bankruptcy-related defaults, arising under any assumed
Executory Contract or Unexpired Lease at any time prior to the effective date of assumption.
Any Proofs of Claim filed with respect to an Executory Contract or Unexpired Lease that has been
assumed shall be deemed disallowed and expunged, without further notice to or action, order, or
approval of the Bankruptcy Court.



14.05. Preexisting Obligations to the Debtors under Executory Contracts and Unexpired Leases.



Rejection of any Executory Contract or Unexpired Lease pursuant to the Plan or otherwise shall
not constitute a termination of preexisting obligations owed to the Debtors or the Reorganized
Debtors, as applicable, under such Executory Contracts or Unexpired Leases.



14.06. Insurance Policies.



Each of the Debtors’ insurance policies and any agreements, documents, or instruments relating
thereto, are treated as Executory Contracts under the Plan. Unless otherwise provided in the Plan,
on the Effective Date, the Debtors shall be deemed to have assumed all insurance policies and any
agreements, documents, and instruments relating to coverage of all insured Claims.



14.07. Modifications, Amendments, Supplements, Restatements, or Other Agreements.



Unless otherwise provided in the Plan, each Executory Contract or Unexpired Lease that is
assumed shall include all modifications, amendments, supplements, restatements, or other agreements
that in any manner affect such Executory Contract or Unexpired Lease, and all Executory Contracts
and Unexpired Leases related thereto, if any, including all easements, licenses, permits, rights,
privileges, immunities, options, rights of first refusal, and any other interests, unless any of
the foregoing agreements has been previously rejected or repudiated or is rejected or repudiated
under the Plan.



Modifications, amendments, supplements, and restatements to prepetition Executory Contracts
and Unexpired Leases that have been executed by the Debtors during the Chapter 11 Cases shall not
be deemed to alter the prepetition nature of the Executory Contract or Unexpired Lease, or the
validity, priority, or amount of any Claims that may arise in connection therewith.


 


34









 





14.08. Reservation of Rights.



Neither the exclusion nor inclusion of any Executory Contract or Unexpired Lease on the
Rejected Executory Contract and Unexpired Lease List, nor anything contained in the Plan, shall
constitute an admission by the Debtors that any such contract or lease is in fact an Executory
Contract or Unexpired Lease or that any of the Reorganized Debtors has any liability thereunder.
If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the
time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have
30 days following entry of a Final Order resolving such dispute to alter its treatment of such
contract or lease.



14.09. Nonoccurrence of Effective Date.



In the event that the Effective Date does not occur, the Bankruptcy Court shall retain
jurisdiction with respect to any request to extend the deadline for assuming or rejecting Unexpired
Leases pursuant to section 365(d)(4) of the Bankruptcy Code.



14.10. Contracts and Leases Entered Into After the Petition Date.



Contracts and leases entered into after the Petition Date by any Debtor, including any
Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by the
applicable Debtor or the Reorganized Debtors liable thereunder in the ordinary course of their
business. Accordingly, such contracts and leases (including any assumed Executory Contracts and
Unexpired Leases) will survive and remain unaffected by entry of the Confirmation Order.



Section 15.

PROVISIONS GOVERNING DISTRIBUTIONS




15.01. Timing and Calculation of Amounts to Be Distributed.



Unless otherwise provided in the Plan, on the Effective Date (or if a Claim is not an Allowed
Claim or Allowed Interest on the Effective Date, on the date that such Claim or Interest becomes an
Allowed Claim or Allowed Interest, or as soon as reasonably practicable thereafter), each Holder of
an Allowed Claim or Allowed Interests shall receive the full amount of the distributions that the
Plan provides for Allowed Claims or Allowed Interests in the applicable Class. In the event that
any payment or act under the Plan is required to be made or performed on a date that is not a
Business Day, then the making of such payment or the performance of such act may be completed on
the next succeeding Business Day, but shall be deemed to have been completed as of the required
date. If and to the extent that there are Disputed Claims or Disputed Interests, distributions on
account of any such Disputed Claims or Disputed Interests shall be made pursuant to the provisions
set forth in Article VII hereof. Except as otherwise provided in the Plan, Holders of Claims or
Interests shall not be entitled to interest, dividends, or accruals on the distributions provided
for in the Plan, regardless of whether such distributions are delivered on or at any time after the
Effective Date.


 


35









 





15.02. Disbursing Agent.



All distributions under the Plan shall be made by the Disbursing Agent on the Effective Date.
The Disbursing Agent shall not be required to give any bond or surety or other security for the
performance of its duties unless otherwise ordered by the Bankruptcy Court. Additionally, in the
event that the Disbursing Agent is so otherwise ordered, all costs and expenses of procuring any
such bond or surety shall be borne by the Reorganized Debtors.



15.03. Rights and Powers of Disbursing Agent.




(a) Powers of the Disbursing Agent.



The Disbursing Agent shall be empowered to: (a) effect all actions and execute all
agreements, instruments, and other documents necessary to perform its duties under the Plan; (b)
make all distributions contemplated hereby; (c) employ professionals to represent it with
respect to its responsibilities; and (d) exercise such other powers as may be vested in the
Disbursing Agent by order of the Bankruptcy Court, pursuant to the Plan, or as deemed by the
Disbursing Agent to be necessary and proper to implement the provisions hereof.




(b) Expenses Incurred On or After the Effective Date.



Except as otherwise ordered by the Bankruptcy Court, the amount of any reasonable fees and
expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any
reasonable compensation and expense reimbursement claims (including reasonable attorney fees and
expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.



15.04. Delivery of Distributions and Undeliverable or Unclaimed Distributions.




(a) Record Date for Distribution.



On the Distribution Record Date, the Claims Register shall be closed and any party responsible
for making distributions shall instead be authorized and entitled to recognize only those record
Holders listed on the Claims Register as of the close of business on the Distribution Record Date.




(b) Delivery of Distributions in General.



Except as otherwise provided herein, the Reorganized Debtors shall make distributions to
Holders of Allowed Claims and Allowed Interests as of the Distribution Record Date at the address
for each such Holder as indicated on the Debtors’ records as of the date of any such distribution;
provided, however, that the manner of such distributions shall be determined at the discretion of
the Reorganized Debtors; provided further, however, that the address for each Holder of an Allowed
Claim shall be deemed to be the address set forth in any Proof of Claim Filed by that Holder.


 


36









 






(c) Minimum Distributions.



No fractional shares of New Common Equity shall be distributed and no Cash shall be
distributed in lieu of such fractional amounts. When any distribution pursuant to the Plan on
account of an Allowed Claim or Allowed Interest would otherwise result in the issuance of a number
of shares of New Common Equity that is not a whole number, the actual distribution of shares of New
Common Equity shall be rounded as follows: (a) fractions of one-half (1/2) or greater shall be
rounded to the next higher whole number and (b) fractions of less than one-half (1/2) shall be
rounded to the next lower whole number with no further payment therefore. The total number of
authorized shares of New Common Equity to be distributed to holders of Allowed Claims and Allowed
Interests shall be adjusted as necessary to account for the foregoing rounding.




(d) Undeliverable Distributions and Unclaimed Property.



In the event that any distribution to any Holder is returned as undeliverable, no distribution
to such Holder shall be made unless and until the Disbursing Agent has determined the then-current
address of such Holder, at which time such distribution shall be made to such Holder without
interest; provided, however, that such distributions shall be deemed unclaimed property under
section 347(b) of the Bankruptcy Code at the expiration of one year from the Effective Date. After
such date, all unclaimed property or interests in property shall revert to the Reorganized Debtors
automatically and without need for a further order by the Bankruptcy Court (notwithstanding any
applicable federal, provincial or state escheat, abandoned, or unclaimed property laws to the
contrary), and the Claim of any Holder to such property or Interest in property shall be discharged
and forever barred.



15.05. Manner of Payment.



(a) All distributions of the New Common Equity to the Holders of Claims and Interests under
the Plan shall be made by the Disbursing Agent on behalf of Reorganized NBC.



(b) All distributions of the New ABL Facility, New Senior Secured Notes, New Senior Unsecured
Notes, and New Warrants proceeds, as applicable, to the Holders of Claims under the Plan shall be
made by the Disbursing Agent on behalf of the Reorganized Debtors.



(c) All distributions of Cash under the Plan shall be made by the Disbursing Agent on behalf
of the applicable Debtor.



(d) At the option of the Disbursing Agent, any Cash payment to be made hereunder may be made
by check or wire transfer or as otherwise required or provided in applicable agreements.


 


37









 





15.06. Section 1145 Exemption.



Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution of
the New Common Equity, as contemplated by Article III.B hereof to Classes 5 and 6, shall be exempt from,
among other things, the registration requirements of section 5 of the Securities Act and any other
applicable law requiring registration prior to the offering, issuance, distribution, or sale of
Securities. In addition, under section 1145 of the Bankruptcy Code, such New Common Equity will be
freely tradable in the U.S. by the recipients thereof, subject to the provisions of section
1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 2(a)(11)
of the Securities Act, and compliance with applicable securities laws and any rules and regulations
of the Securities and Exchange Commission, if any, applicable at the time of any future transfer of
such Securities or instruments and subject to any restrictions in the Shareholders Agreement,
Registration Rights Agreement, and the Reorganized Debtors’ New Organizational Documents.



15.07. Compliance with Tax Requirements.



In connection with the Plan, to the extent applicable, the Reorganized Debtors shall comply
with all tax withholding and reporting requirements imposed on them by any
Governmental Unit, and all distributions pursuant to the Plan shall be subject to such
withholding and reporting requirements. Notwithstanding any provision in the Plan to the contrary,
the Reorganized Debtors and the Disbursing Agent shall be authorized to take all actions necessary
to comply with such withholding and reporting requirements, including liquidating a portion of the
distribution to be made under the Plan to generate sufficient funds to pay applicable withholding
taxes, withholding distributions pending receipt of information necessary to facilitate such
distributions, or establishing any other mechanisms they believe are reasonable and appropriate.
The Reorganized Debtors reserve the right to allocate all distributions made under the Plan in
compliance with all applicable wage garnishments, alimony, child support, and other spousal awards,
liens, and encumbrances.



15.08. Allocations.



Distributions in respect of Allowed Claims shall be allocated first to the principal amount of
such Claims (as determined for federal income tax purposes) and then, to the extent the
consideration exceeds the principal amount of the Claims, to any portion of such Claims for accrued
but unpaid interest.



15.09. No Postpetition Interest on Claims.



Unless otherwise specifically provided for in the Plan, or the Confirmation Order, or required
by applicable bankruptcy law, postpetition interest shall not accrue or be paid on any Claims
against the Debtors, and no Holder of a Claim against the Debtors shall be entitled to interest
accruing on or after the Petition Date on any such Claim.



15.10. Setoffs and Recoupment.



The Debtors may, but shall not be required to, setoff against or recoup from any Claims of any
nature whatsoever that the Debtors may have against the claimant, but neither the failure to do so
nor the allowance of any Claim hereunder shall constitute a waiver or release by the Debtors or the
Reorganized Debtors of any such Claim it may have against the Holder of such Claim.


 


38









 





15.11. Claims Paid or Payable by Third Parties.




(a) Claims Paid by Third Parties.



The Debtors or the Reorganized Debtors, as applicable, shall reduce in full a Claim, and such
Claim shall be disallowed without a Claims objection having to be Filed and without any further
notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of
such Claim receives payment in full on account of such Claim from a party that is not a Debtor or a
Reorganized Debtor. Subject to the last sentence of this paragraph, to the extent a Holder of a
Claim receives a distribution on account of such Claim and receives payment from a party that is
not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall, within 14 days of
receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the
extent the Holder’s total recovery on account of such Claim from the third party and under the Plan
exceeds the amount of such Claim as of the date of any such distribution under the Plan. The
failure of such Holder to timely repay or return such distribution shall result
in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal
Judgment Rate on such amount owed for each Business Day after the 14-day grace period specified
above until the amount is repaid.




(b) Claims Payable by Third Parties.



No distributions under the Plan shall be made on account of an Allowed Claim that is payable
pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim has
exhausted all remedies with respect to such insurance policy. To the extent that one or more of
the Debtors’ insurers agrees to satisfy in full or in part a Claim (if and to the extent
adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement,
the applicable portion of such Claim may be expunged without a Claims objection having to be Filed
and without any further notice to or action, order, or approval of the Bankruptcy Court.




(c) Applicability of Insurance Policies.



Except as otherwise provided in the Plan, distributions to Holders of Allowed Claims shall be
in accordance with the provisions of any applicable insurance policy. Nothing contained in the
Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity
may hold against any other Entity, including insurers under any policies of insurance, nor shall
anything contained herein constitute or be deemed a waiver by such insurers of any defenses,
including coverage defenses, held by such insurers.


 


39









 





Section 16.

PROCEDURES FOR RESOLVING CONTINGENT,

UNLIQUIDATED, AND DISPUTED CLAIMS




16.01. Allowance of Claims.



After the Effective Date, each the Reorganized Debtors shall have and retain any and all
rights and defenses such Debtor had with respect to any Claim or Interest immediately prior to the
Effective Date.



16.02. Claims Administration Responsibilities.



Except as otherwise specifically provided in the Plan, after the Effective Date, the
Reorganized Debtors shall have the sole authority: (1) to File, withdraw, or litigate to judgment,
objections to Claims or Interests; (2) to settle or compromise any Disputed Claim without any
further notice to or action, order, or approval by the Bankruptcy Court; and (3) to administer and
adjust the Claims Register to reflect any such settlements or compromises without any further
notice to or action, order, or approval by the Bankruptcy Court.



16.03. Estimation of Claims and Interests.




Before or after the Effective Date, the Debtors or the Reorganized Debtors, as applicable, may
(but are not required to) at any time request that the Bankruptcy Court estimate any Disputed Claim
or Disputed Interest that is contingent or unliquidated pursuant to section 502(c)
of the Bankruptcy Code for any reason, regardless of whether any party previously has objected
to such Claim or Interest or whether the Bankruptcy Court has ruled on any such objection, and the
Bankruptcy Court shall retain jurisdiction to estimate any such Claim or Interest, including during
the litigation of any objection to any Claim or Interest or during the appeal relating to such
objection. Notwithstanding any provision otherwise in the Plan, a Claim or Interest that has been
expunged from the Claims Register, but that either is subject to appeal or has not been the subject
of a Final Order, shall be deemed to be estimated at zero dollars, unless otherwise ordered by the
Bankruptcy Court. In the event that the Bankruptcy Court estimates any contingent or unliquidated
Claim or Interest, that estimated amount shall constitute a maximum limitation on such Claim or
Interest for all purposes under the Plan (including for purposes of distributions), and the
relevant Reorganized Debtor may elect to pursue any supplemental proceedings to object to any
ultimate distribution on such Claim or Interest.



16.04. Adjustment to Claims or Interests without Objection.



Any Claim or Interest that has been paid or satisfied, or any Claim or Interest that has been
amended or superseded, may be adjusted or expunged on the Claims Register by the Reorganized
Debtors without a Claims objection having to be Filed and without any further notice to or action,
order, or approval of the Bankruptcy Court.



16.05. Time to File Objections to Claims.



Any objections to Claims shall be Filed on or before the later of (1) the date that is one
year after the Effective Date and (2) such date as may be fixed by the Bankruptcy Court, after
notice and a hearing, whether fixed before or after the date that is one year after the Effective
Date.


 


40









 





16.06. Disallowance of Claims or Interests.



Any Claims or Interests held by Entities from which property is recoverable under section 542,
543, 550, or 553 of the Bankruptcy Code or that is a transferee of a transfer avoidable under
section 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Code, shall be deemed
disallowed pursuant to section 502(d) of the Bankruptcy Code, and Holders of such Claims or
Interests may not receive any distributions on account of such Claims until such time as such
Causes of Action against that Entity have been settled or a Bankruptcy Court order with respect
thereto has been entered and all sums due, if any, to the Debtors by that Entity have been turned
over or paid to the Reorganized Debtors. All Claims Filed on account of an indemnification
obligation to a director, officer, or employee shall be deemed satisfied and expunged from the
Claims Register as of the Effective Date to the extent such indemnification obligation is assumed
(or honored or reaffirmed, as the case may be) pursuant to the Plan, without any further notice to
or action, order, or approval of the Bankruptcy Court. All Claims Filed on account of an employee
benefit shall be deemed satisfied and expunged from the Claims Register as of the Effective Date to
the extent the Reorganized Entities elect to honor such employee benefit, without any further
notice to or action, order, or approval of the Bankruptcy Court.



Except as provided herein or otherwise agreed, any and all Proofs of Claim filed after the Bar
Date shall be deemed disallowed and expunged as of the Effective Date without any further notice to
or action, order, or approval of the Bankruptcy Court, and Holders of such Claims may not receive
any distributions on account of such Claims, unless on or before the Confirmation Hearing such late
Claim has been deemed timely filed by a Final Order.



16.07. Amendments to Claims or Interests.



On or after the Effective Date, a Claim or Interest may not be Filed or amended without the
prior authorization of the Bankruptcy Court or the Reorganized Debtors, and any such new or amended
Claim or Interest Filed shall be deemed disallowed in full and expunged without any further action.



16.08. No Distributions Pending Allowance.



If an objection to a Claim or Interest or portion thereof is filed as set forth in Article VII.B
hereof, no payment or distribution provided under the Plan shall be made on account of such Claim
or Interest or portion thereof unless and until such Disputed Claim or Interest becomes an Allowed
Claim or Interest.



16.09. Distributions After Allowance.



To the extent that a Disputed Claim or Disputed Interest ultimately becomes an Allowed Claim
or Allowed Interest, distributions (if any) shall be made to the Holder of such Allowed Claim or
Allowed Interest in accordance with the provisions of the Plan. As soon as practicable after the
date that the order or judgment of the Bankruptcy Court allowing any Disputed Claim or Disputed
Interest becomes a Final Order, the Disbursing Agent shall provide to the Holder of such Claim or
Interest the distribution (if any) to which such Holder is entitled under the Plan as of the
Effective Date, without any interest, dividends, or accruals to be paid on account of such Claim or
Interest unless required under applicable bankruptcy law.


 


41









 





Section 17.

SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS




17.01. Discharge of Claims and Termination of Interests.



Pursuant to section 1141(d) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan or in any contract, instrument, or other agreement or document created
pursuant to the Plan, the distributions, rights, and treatment that are provided in the Plan shall
be in complete satisfaction, discharge, and release, effective as of the Effective Date, of Claims
(including any Intercompany Claims resolved or compromised after the Effective Date by the
Reorganized Debtors), Interests, and Causes of Action of any nature whatsoever, including any
interest accrued on Claims or Interests from and after the Petition Date, whether known or unknown,
against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtors or
any of their assets or properties, regardless of whether any property shall have been distributed
or retained pursuant to the Plan on account of such Claims and Interests, including demands,
liabilities, and Causes of Action that arose before the Effective Date, any liability
(including withdrawal liability) to the extent such Claims or Interests relate to services
performed by employees of the Debtors prior to the Effective Date and that arise from a termination
of employment, any contingent or non-contingent liability on account of representations or
warranties issued on or before the Effective Date, and all debts of the kind specified in sections
502(g), 502(h), or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim
or Proof of Interest based upon such debt, right, or Interest is Filed or deemed Filed pursuant to
section 501 of the Bankruptcy Code; (2) a Claim or Interest based upon such debt, right, or
Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (3) the Holder of such a
Claim or Interest has accepted the Plan. Any default by the Debtors or Affiliates with respect to
any Claim or Interest that existed immediately prior to or on account of the filing of the Chapter
11 Cases shall be deemed cured on the Effective Date. The Confirmation Order shall be a judicial
determination of the discharge of all Claims and Interests subject to the Effective Date occurring.



17.02. Release of Liens.




Except as otherwise provided in the Plan or in any contract, instrument, release, or other
agreement or document created pursuant to the Plan, on the Effective Date and concurrently with the
applicable distributions made pursuant to the Plan and, in the case of a Secured Claim,
satisfaction in full of the portion of the Secured Claim that is Allowed as of the Effective Date,
except for Other Secured Claims that the Debtors elect to reinstate in accordance with Article III.B.3
hereof, all mortgages, deeds of trust, Liens, pledges, or other security interests against any
property of the Estates shall be fully released and discharged, and all of the right, title, and
interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other security
interests shall revert to the Reorganized Debtors and their successors and assigns.


 


42









 





17.03. Releases by the Debtors.




Pursuant to section 1123(b) of the Bankruptcy Code, and except as otherwise specifically
provided in the Plan, for good and valuable consideration, on and after the Effective Date, the
Released Parties are deemed released and discharged by the Debtors from any and all Claims,
obligations, rights, suits, damages, causes of action, remedies, and liabilities whatsoever,
including any derivative Claims asserted on behalf of the Debtors, whether known or unknown,
foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that the
Debtors would have been legally entitled to assert in its own right (whether individually or
collectively) or on behalf of the Holder of any Claim or Interest or other Entity, based on or
relating to, or in any manner arising from, in whole or in part, the Debtors, the Restructuring,
the purchase, sale, or rescission of the purchase or sale of any Security of the Debtors, the
subject matter of, or the transactions or events giving rise to, any Claim or Interest that is
treated in the Restructuring, the business or contractual arrangements between the Debtors and any
Released Party, the restructuring of Claims and Interests prior to or in the Restructuring, the
negotiation, formulation, or preparation of the Restructuring Documents and related disclosures, or
related agreements, instruments, or other documents, upon any other act or omission, transaction,
agreement, event, or other occurrence taking place on or before the Effective Date, other
than Claims or liabilities arising out of or relating to any act or omission of a Released
Party that constitutes willful misconduct (including actual fraud) or gross negligence.



17.04. Releases by Holders of Claims and Interests.




As of the Effective Date, except as otherwise specifically provided in the Plan and to the
fullest extent permitted by law, for good and valuable consideration, Holders of Claims and
Interests shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and
forever released and discharged the Debtors and the Released Parties from any and all Claims,
Interests, obligations, rights, suits, damages, Causes of Action, remedies, and liabilities
whatsoever, including any derivative Claims asserted on behalf of the Debtors, whether known or
unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, that
such Entity would have been legally entitled to assert (whether individually or collectively),
based on or relating to, or in any manner arising from, in whole or in part, the Debtors, the
Restructuring, the purchase, sale, or rescission of the purchase or sale of any security of the
Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest
that is treated in the Restructuring, the business or contractual arrangements between any Debtors
and any Released Party, the restructuring of Claims and Interests prior to or in the Restructuring,
the negotiation, formulation, or preparation of the Restructuring Documents and related
disclosures, or related agreements, instruments, or other documents, upon any other act or
omission, transaction, agreement, event, or other occurrence taking place on or before the
Effective Date, other than Claims or liabilities arising out of or relating to any act or omission
of the Debtors or Released Party that constitutes willful misconduct (including actual fraud) or
gross negligence.


 


43









 





17.05. Exculpation.




Except as otherwise specifically provided in the Plan or Plan Supplement, no Released Party
shall have or incur, and each Released Party is hereby released and exculpated from any claim,
obligation, Cause of Action, or liability for any Exculpated Claim, except for gross negligence or
willful misconduct (including actual fraud), but in all respects such Entities shall be entitled to
reasonably rely upon the advice of counsel with respect to their duties and responsibilities
pursuant to the Restructuring. The Released Parties have, and upon completion of the Restructuring
shall be deemed to have, participated in good faith and in compliance with the applicable laws with
regard to the distribution of the New ABL Facility, the New Senior Secured Notes, the New Senior
Unsecured Notes, the New Warrants, and the New Common Equity pursuant to the Restructuring and,
therefore, are not, and on account of such distributions shall not be, liable at any time for the
violation of any applicable law, rule, or regulation governing the solicitation of acceptances or
rejections of the Restructuring or such distributions made pursuant to the Restructuring.



17.06. Injunction.




Except as otherwise expressly provided in the Plan or Plan Supplement or for obligations
issued pursuant to the Restructuring (including any obligations under the New
ABL Facility, the New Senior Secured Notes, the New Senior Unsecured Notes, the New Warrants,
and documents and instruments related thereto), all Entities who have held, hold, or may hold
Claims or Interests that have been released pursuant to the Restructuring, discharged pursuant to
the Restructuring, or are subject to exculpation pursuant to the Restructuring are permanently
enjoined, from and after the Effective Date, from taking any of the following actions against, as
applicable, the Debtors or the Released Parties: (a) commencing or continuing in any manner any
action or other proceeding of any kind on account of or in connection with or with respect to any
such Claims or Interests; (b) enforcing, attaching, collecting, or recovering by any manner or
means any judgment, award, decree, or order against such Entities on account of or in connection
with or with respect to any such Claims or Interests; (c) creating, perfecting, or enforcing any
encumbrance of any kind against such Entities or the property or the estates of such Entities on
account of or in connection with or with respect to any such Claims or Interests; (d) asserting any
right of setoff, subrogation, or recoupment of any kind against any obligation due from such
Entities or against the property of such Entities on account of or in connection with or with
respect to any such Claims or Interests unless such Holder has Filed a motion requesting the right
to perform such setoff on or before the Effective Date, and notwithstanding an indication of a
Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of
setoff pursuant to applicable law or otherwise; and (e) commencing or continuing in any manner any
action or other proceeding of any kind on account of or in connection with or with respect to any
such Claims or Interests released or settled pursuant to the Restructuring.



17.07. Protections Against Discriminatory Treatment.



Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of the U.S.
Constitution, all Entities, including Governmental Units, shall not discriminate against the
Reorganized Debtors or deny, revoke, suspend, or refuse to renew a license, permit, charter,
franchise, or other similar grant to, condition such a grant to, discriminate with respect to such
a grant against, the Reorganized Debtors, or another Entity with whom the Reorganized Debtors have
been associated, solely because each Debtor has been a debtor under chapter 11 of the Bankruptcy
Code, has been insolvent before the commencement of the Chapter 11 Cases (or during the Chapter 11
Cases but before the Debtors are granted or denied a discharge), or has not paid a debt that is
dischargeable in the Chapter 11 Cases.


 


44









 





17.08. Setoffs.



Except as otherwise expressly provided for in the Plan, each Reorganized Debtor pursuant to
the Bankruptcy Code (including section 553 of the Bankruptcy Code), applicable non-bankruptcy law,
or as may be agreed to by the Holder of a Claim, may setoff against any Allowed Claim and the
distributions to be made pursuant to the Plan on account of such Allowed Claim (before any
distribution is made on account of such Allowed Claim), any Claims, rights, and Causes of Action of
any nature that such Debtor or the Reorganized Debtors, as applicable, may hold against the Holder
of such Allowed Claim, to the extent such Claims, rights, or Causes of Action against such Holder
have not been otherwise compromised or settled on or prior to the Effective Date (whether pursuant
to the Plan or otherwise); provided, however, that neither the failure to effect such a setoff nor
the allowance of any Claim pursuant to the Plan shall constitute
a waiver or release by such Reorganized Debtor of any such Claims, rights, and Causes of
Action that such Reorganized Debtor may possess against such Holder. In no event shall any Holder
of Claims be entitled to setoff any Claim against any Claim, right, or Cause of Action of a Debtor
or a Reorganized Debtor, as applicable, unless such Holder has Filed a motion with the Bankruptcy
Court requesting the authority to perform such setoff on or before the Confirmation Date, and
notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, or
intends to preserve any right of setoff pursuant to section 553 or otherwise.



17.09. Recoupment.



In no event shall any Holder of Claims or Interests be entitled to recoup any Claim or against
any Claim, right, or Cause of Action of the Debtors or the Reorganized Debtors, as applicable,
unless such Holder actually has performed such recoupment and provided notice thereof in writing to
the Debtors on or before the Confirmation Date, notwithstanding any indication in any Proof of
Claim or Interest or otherwise that such Holder asserts, has, or intends to preserve any right of
recoupment.



17.10. Subordination Rights.



The classification and treatment of all Claims and Interests under the Restructuring shall
conform to and with the respective contractual, legal, and equitable subordination rights of such
Claims and Interests, and any such rights shall be settled, compromised, and released pursuant to
the Restructuring.



17.11. Document Retention.



On and after the Effective Date, the Reorganized Debtors may maintain documents in accordance
with their standard document retention policy, as may be altered, amended, modified, or
supplemented by the Reorganized Debtors.


 


45









 





17.12. Reimbursement or Contribution.



If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entity
pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim is
contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed and
expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmation
Date: (1) such Claim has been adjudicated as non-contingent; or (2) the relevant Holder of a Claim
has Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been
entered prior to the Confirmation Date determining such Claim as no longer contingent.



Section 18.

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THE PLAN




18.01. Conditions Precedent to Confirmation.



It shall be a condition to Confirmation of the Plan that the following conditions shall have
been satisfied or waived pursuant to the provisions of Article IX.C hereof:



the Bankruptcy Court shall have entered the Confirmation Order in form and substance
reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders; provided,
however, that to the extent any such provision will affect the nature, value, or form of the
recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to
such Holders;




the Confirmation Order shall:




	 	(i)	 	authorize the Debtors and the Reorganized Debtors to take all actions
necessary to enter into, implement, and consummate the contracts, instruments,
releases, leases, indentures, and other agreements or documents created in
connection with the Plan;

	 
	 	(ii)	 	decree that the provisions of the Confirmation Order and the Plan are
nonseverable and mutually dependent;

	 
	 	(iii)	 	authorize the Reorganized Debtors to (i) issue the New Common Equity
pursuant to the exemption from registration under the Securities Act provided by
section 1145 of the Bankruptcy Code or other exemption from such registration or
pursuant to one or more registration statements, (ii) issue the New Warrants, and
(iii) enter into any agreements contained in the Plan Supplement;

	 
	 	(iv)	 	decree that the Confirmation order shall supersede any Bankruptcy Court
orders issued prior to the Confirmation Date that may be inconsistent with the
Confirmation Order;

	 
	 	(v)	 	authorize the implementation of the Plan in accordance with its terms;
and

	 
	 	(vi)	 	provide that, pursuant to section 1146 of the Bankruptcy Code, the
assignment or surrender of any lease or sublease, and the delivery of any deed or
other instrument or transfer order, in furtherance of, or in connection with the
Plan, including any deeds, bills of sale, or assignments executed in connection
with any disposition or transfer of assets contemplated under the Plan, shall not
be subject to any stamp, real estate transfer, mortgage recording, or other similar
tax (including, any mortgages or security interest filing to be recorded or filed
in connection with New ABL Facility and New Senior Secured Notes, as applicable);
and




 


46









 










the Plan must be in form and substance materially consistent with the draft Plan of
Reorganization attached as Exhibit B to the Restructuring and Support Agreement, and any
and all amendments thereto shall be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and
the JPMorgan Noteholders; provided, however, that to the extent such amendment will affect the
nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan
Noteholders, it shall be satisfactory to such Holders;



18.02. Conditions Precedent to the Effective Date.



It shall be a condition to the Effective Date of the Plan that the following conditions shall
have been satisfied or waived pursuant to the provisions of Article IX.C hereof:



the Confirmation Order shall (a) have been entered in a form and substance satisfactory to the
Debtors and reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders;
provided, however, that to the extent such provision will affect the nature, value, or form of the
recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to
such Holders and (b) have become a final non-appealable order confirming the Plan;



the Plan confirmed shall be in form and substance materially consistent with the draft Plan
filed as Exhibit B to the Restructuring and Support Agreement and any amendments thereto
shall be reasonably satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders;
provided, however, that to the extent such provision will affect the nature, value, or form of the
recovery to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, it shall be satisfactory to
such Holders;



the opinions of counsel shall have been provided and be reasonably satisfactory to the Ad Hoc
8.625% Noteholders and the JPMorgan Noteholders;



the corporate resolutions and other required documents shall be executed and be reasonably
satisfactory to the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders;



closing certificates shall have been provided and be reasonably satisfactory to the Ad Hoc
8.625% Noteholder and the JPMorgan Noteholders;



the final version of the Plan Supplement and all of the schedules, documents, and exhibits
contained therein shall have been Filed;


 


47









 





all actions, documents, Certificates, and agreements necessary to implement the Plan,
including documents contained in the Plan Supplement, shall have been effected or executed and
delivered, as the case may be, to the required parties and, to the extent required, Filed with the
applicable Governmental Units in accordance with applicable laws;



all authorizations, consents, regulatory approvals, rulings, or documents that are necessary
to implement and effectuate the Plan shall have been received; and
the Debtors shall have entered into the New ABL Facility, New Senior Secured Notes Indenture,
New Senior Unsecured Notes Indenture, Registration Rights Agreement, and Shareholders Agreement.



18.03. Waiver of Conditions.



The conditions to Confirmation and Consummation set forth in this Article IX may be waived
only by consent of the Debtors, the Ad Hoc 8.625% Noteholders, and the JPMorgan Noteholders,
without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings
to confirm or consummate the Plan.



18.04. Effect of Failure of Conditions.



If Consummation does not occur, the Plan shall be null and void in all respects and nothing
contained in the Plan or the Disclosure Statement shall: (1) constitute a waiver or release of any
Claims by the Debtors, Claims, or Interests; (2) prejudice in any manner the rights of the Debtors,
any Holders, or any other Entity; or (3) constitute an admission, acknowledgment, offer, or
undertaking by the Debtors, any Holders, or any other Entity in any respect, including with respect
to substantive consolidation and similar arguments.



Section 19.

MODIFICATION, REVOCATION, OR WITHDRAWAL OF THE PLAN




19.01. Modification and Amendments.



Except as otherwise specifically provided in the Plan, the Debtors, with the reasonable
consent of the Ad Hoc 8.625% Noteholders and the JPMorgan Noteholders, reserve the right to modify
the Plan, whether such modification is material or immaterial, and seek Confirmation consistent
with the Bankruptcy Code; provided, however, that to the extent any such amendments will affect the
nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders
they shall be satisfactory to such Holders.. Subject to certain restrictions and requirements set
forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on
modifications set forth in the Plan, each of the Debtors expressly reserves its respective rights
to revoke or withdraw, or, with the reasonable consent of the Ad Hoc 8.625% Noteholders and the
JPMorgan Noteholders, to alter, amend, or modify the Plan with respect to such Debtor, one or more
times, after Confirmation, and, to the extent necessary may initiate proceedings in the Bankruptcy
Court to so alter, amend, or modify the Plan, or remedy any defect or omission, or reconcile any
inconsistencies in the Plan, the Disclosure Statement, or the Confirmation Order, in such matters
as may be necessary to carry out the purposes and intent of the Plan; provided, however, that to
the extent any such amendments will affect the nature, value, or form of the recovery to the Ad Hoc
8.625% Noteholders and JPMorgan Noteholders they shall be satisfactory to such Holders.. Any such
modification or supplement shall be considered a modification of the Plan and shall be made in
accordance with this Article X.


 


48









 





19.02. Effect of Confirmation on Modifications.



Entry of a Confirmation Order shall mean that all modifications or amendments to the Plan
since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and
do not require additional disclosure or resolicitation under Bankruptcy Rule 3019.



19.03. Revocation or Withdrawal of Plan.



The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date
and to file subsequent plans of reorganization. If the Debtors revoke or withdraw the Plan, or if
Confirmation or Consummation does not occur, then: (1) the Plan shall be null and void in all
respects; (2) any settlement or compromise embodied in the Plan (including the fixing or limiting
to an amount certain of any Claim or Interest or Class of Claims or Interests), assumption or
rejection of Executory Contracts or Unexpired Leases effected under the Plan, and any document or
agreement executed pursuant to the Plan, shall be deemed null and void; and (3) nothing contained
in the Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudice in
any manner the rights of such Debtor or any other Entity; or (c) constitute an admission,
acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity, including
with respect to substantive consolidation and similar arguments.



Section 20.

RETENTION OF JURISDICTION




Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date,
on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction over all
matters arising out of, or related to, the Chapter 11 Cases and the Plan pursuant to sections
105(a) and 1142 of the Bankruptcy Code, including jurisdiction to:



allow, disallow, determine, liquidate, classify, estimate, or establish the priority, Secured
or unsecured status, or amount of any Claim or Interest, including the resolution of any request
for payment of any Administrative Claim and the resolution of any and all objections to the Secured
or unsecured status, priority, amount, or allowance of Claims or Interests;



decide and resolve all matters related to the granting and denying, in whole or in part, any
applications for allowance of compensation or reimbursement of expenses to Professionals authorized
pursuant to the Bankruptcy Code or the Plan;



resolve any matters related to: (a) the assumption, assumption and assignment, or rejection
of any Executory Contract or Unexpired Lease to which a Debtor is party or with respect to which a
Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising
therefrom, including Cure Claims pursuant to section 365 of the Bankruptcy Code; (b) any potential
contractual obligation under any Executory Contract or Unexpired Lease that is assumed; (c) the
Reorganized Debtors amending, modifying, or supplementing, after the Effective Date, pursuant to
Article V hereof, any Executory Contracts or Unexpired Leases to the list of Executory Contracts
and Unexpired Leases to be assumed or rejected or otherwise; and (d) any dispute regarding whether
a contract or lease is or was executory or expired;


 


49









 





ensure that distributions to Holders of Allowed Claims and Allowed Interests are accomplished
pursuant to the provisions of the Plan;



adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated
matters, and any other matters, and grant or deny any applications involving a Debtor that may be
pending on the Effective Date;



adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy
Code;



enter and implement such orders as may be necessary to execute, implement, or consummate the
provisions of the Plan and all contracts, instruments, releases, indentures, and other agreements
or documents created in connection with the Plan or the Disclosure Statement;



enter and enforce any order for the sale of property pursuant to sections 363, 1123, or
1146(a) of the Bankruptcy Code;



resolve any cases, controversies, suits, disputes, or Causes of Action that may arise in
connection with the Consummation, interpretation, or enforcement of the Plan or any Entity’s
obligations incurred in connection with the Plan;



issue injunctions, enter and implement other orders, or take such other actions as may be
necessary to restrain interference by any Entity with Consummation or enforcement of the Plan;



resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the
releases, injunctions, and other provisions contained in Article VIII hereof and enter such orders as
may be necessary to implement such releases, injunctions, and other provisions;



resolve any cases, controversies, suits, disputes, or Causes of Action with respect to the
repayment or return of distributions and the recovery of additional amounts owed by the Holder of a
Claim or Interest for amounts not timely repaid pursuant to Article VI.K.1 hereof;



enter and implement such orders as are necessary if the Confirmation Order is for any reason
modified, stayed, reversed, revoked, or vacated;



determine any other matters that may arise in connection with or relate to the Plan, the
Disclosure Statement, the Confirmation Order, or any contract, instrument, release, indenture, or
other agreement or document created in connection with the Plan or the Disclosure Statement;




enter an order or Final Decree concluding or closing the Chapter 11 Cases;




adjudicate any and all disputes arising from or relating to distributions under the Plan;


 


50









 





consider any modifications of the Plan, to cure any defect or omission, or to reconcile any
inconsistency in any Bankruptcy Court order, including the Confirmation Order;



determine requests for the payment of Claims and Interests entitled to priority pursuant to
section 507 of the Bankruptcy Code;



hear and determine disputes arising in connection with the interpretation, implementation, or
enforcement of the Plan or the Confirmation Order, including disputes arising under agreements,
documents, or instruments executed in connection with the Plan;



hear and determine matters concerning state, local, and federal taxes in accordance with
sections 346, 505, and 1146 of the Bankruptcy Code;



hear and determine all disputes involving the existence, nature, scope, or enforcement of any
exculpations, discharges, injunctions and released granted in the Plan, including under Article VIII
hereof, regardless of whether such termination occurred prior to or after the Effective Date;




enforce all orders previously entered by the Bankruptcy Court; and




hear any other matter not inconsistent with the Bankruptcy Code.



Section 21.

MISCELLANEOUS PROVISIONS




21.01. Immediate Binding Effect.



Subject to Article IX.B hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or
otherwise, upon the occurrence of the Effective Date, the terms of the Plan and the Plan Supplement
shall be immediately effective and enforceable and deemed binding upon the Debtors, the Reorganized
Debtors, and any and all Holders of Claims or Interests (irrespective of whether such Claims or
Interests are deemed to have accepted the Plan), all Entities that are parties to or are subject to
the settlements, compromises, releases, discharges, and injunctions described in the Plan, each
Entity acquiring property under the Plan, and any and all non-Debtor parties to Executory Contracts
and Unexpired Leases with the Debtors.



21.02. Additional Documents.



On or before the Effective Date, the Debtors may file with the Bankruptcy Court such
agreements and other documents as may be necessary to effectuate and further evidence the terms and
conditions of the Plan, with the reasonable consent of the Ad Hoc 8.625% Noteholders and JPMorgan
Noteholder provided, however, that to the extent any such agreements and documents will affect the
nature, value, or form of the recovery to the Ad Hoc 8.625% Noteholders and JPMorgan Noteholders
they shall be satisfactory to such Holders.. The Debtors or the Reorganized Debtors, as
applicable, and all Holders of Claims or Interests receiving distributions pursuant to the Plan and
all other parties in interest shall, from time to time, prepare, execute, and deliver any
agreements or documents and take any other actions as may be necessary or advisable to effectuate
the provisions and intent of the Plan.


 


51









 





21.03. Payment of Statutory Fees.



All fees payable pursuant to section 1930(a) of the Judicial Code, as determined by the
Bankruptcy Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall be paid by
each of the Reorganized Debtors (or the Disbursing Agent on behalf of each of the Reorganized
Debtors) for each quarter (including any fraction thereof) until the Chapter 11 Cases are
converted, dismissed, or closed, whichever occurs first.



21.04. Certain Agreements.




On the Effective Date, the Debtors shall pay all amounts due under the Expense Reimbursement
Agreements and the reasonable fees and expenses of Delaware counsel retained by the Ad Hoc 8.625%
Noteholders and JPMorgan Noteholders.



21.05. Statutory Committee and Cessation of Fee and Expense Payment.



On the Effective Date, any statutory committee appointed in the Chapter 11 Cases shall
dissolve and members thereof shall be released and discharged from all rights and duties from or
related to the Chapter 11 Cases. The Reorganized Debtors shall no longer be responsible for paying
any fees or expenses incurred by the members of or advisors to any statutory committees after the
Effective Date.



21.06. Reservation of Rights.



Except as expressly set forth in the Plan, the Plan shall have no force or effect unless the
Bankruptcy Court shall enter the Confirmation Order, and the Confirmation Order shall have no force
or effect if the Effective Date does not occur. None of the Filing of the Plan, any statement or
provision contained in the Plan, or the taking of any action by any Debtor with respect to the
Plan, the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an
admission or waiver of any rights of any Debtor with respect to the Holders of Claims or Interests
prior to the Effective Date.



21.07. Successors and Assigns.



The rights, benefits, and obligations of any Entity named or referred to in the Plan shall be
binding on, and shall inure to the benefit of any heir, executor, administrator, successor or
assign, affiliate, officer, director, agent, representative, attorney, beneficiaries, or guardian,
if any, of each Entity.


 


52









 





21.08. Notices.



All notices, requests, and demands to or upon the Debtors to be effective shall be in writing
(including by facsimile transmission) and, unless otherwise expressly provided herein, shall be
deemed to have been duly given or made when actually delivered or, in the case of notice by
facsimile transmission, when received and telephonically confirmed, addressed as follows:




	 	(a)	 	if to the Debtors, to:







Nebraska Book Company, Inc.

4700 South 19th Street,

Lincoln, Nebraska 68512

Attention: Alan Siemek, Chief Financial Officer

Email address: asiemek@nebook.com




with copies to:




Kirkland & Ellis LLP

601 Lexington Avenue

New York, New York 10022

Facsimile: (212) 446-4900

Attention: Marc Kieselstein, P.C., Chad J. Husnick, Esq., and Daniel Hodgman, Esq.

E-mail addresses: marc.kieselstein@kirkland.com, chad.husnick@kirkland.com, and
daniel.hodgman@kirkland.com




	 	(b)	 	if to the Ad Hoc 8.625% Noteholders or a transferee thereof:







Milbank, Tweed, Hadley & McCloy LLP

One Chase Manhattan Plaza

New York, New York 10005

Attention: Matthew S. Barr and Samuel Khalil

E-mail address: mbarr@milbank.com and skhalil@milbank.com




	 	(c)	 	if to the JPMorgan Noteholders or a transferee thereof:







Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, New York 10019

Attention: Marc Abrams and Rachel C. Strickland

E-mail address: mabrams@willkie.com and rstrickland@willkie.com


 


53









 





After the Effective Date, the Debtors have authority to send a notice to Entities that to
continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must file a renewed
request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Date, the
Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy
Rule 2002 to those Entities who have Filed such renewed requests.



21.09. Term of Injunctions or Stays.



Unless otherwise provided in the Plan or in the Confirmation Order, all injunctions or stays
in effect in the Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or any
order of the Bankruptcy Court, and extant on the Confirmation Date (excluding any injunctions or
stays contained in the Plan or the Confirmation Order) shall remain in full force and effect until
the Effective Date. All injunctions or stays contained in the Plan or the Confirmation Order shall
remain in full force and effect in accordance with their terms.



21.10. Entire Agreement.



Except as otherwise indicated, the Plan and the Plan Supplement supersede all previous and
contemporaneous negotiations, promises, covenants, agreements, understandings, and representations
on such subjects, all of which have become merged and integrated into the Plan.



21.11. Exhibits.



All exhibits and documents included in the Plan Supplement are incorporated into and are a
part of the Plan as if set forth in full in the Plan. After the exhibits and documents are Filed,
copies of such exhibits and documents shall be available upon written request to the Debtors’
counsel at the address above or by downloading such exhibits and documents from the Debtors’
restructuring website at http://kccllc.net/nbc or the Bankruptcy Court’s website at
www.deb.uscourts.gov. To the extent any exhibit or document is inconsistent with the terms of the
Plan, unless otherwise ordered by the Bankruptcy Court, the non-exhibit or non-document portion of
the Plan shall control.



21.12. Nonseverability of Plan Provisions.



If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court
to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and
interpret such term or provision to make it valid or enforceable to the maximum extent practicable,
consistent with the original purpose of the term or provision held to be invalid, void, or
unenforceable, and such term or provision shall then be applicable as altered or interpreted.
Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms and
provisions of the Plan will remain in full force and effect and will in no way be affected,
impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order
shall constitute a judicial determination and shall provide that each term and provision of the
Plan, as it may have been altered or interpreted in accordance with the foregoing, is: (1) valid
and enforceable pursuant to its terms; (2) integral to the Plan and may not be deleted or modified
without the Debtors’ consent; and (3) nonseverable and mutually dependent.


 


54









 





21.13. Votes Solicited in Good Faith.



Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes on
the Plan in good faith and in compliance with the Bankruptcy Code, and pursuant to section 1125(e)
of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agents,
representatives, members, principals, shareholders, officers, directors, employees, advisors, and
attorneys will be deemed to have participated in good faith and in compliance with the Bankruptcy
Code in the offer, issuance, sale, and purchase of Securities offered and sold under the Plan and
any previous plan, and, therefore, neither any of such parties or individuals or the Reorganized
Debtors will have any liability for the violation of any applicable law, rule, or regulation
governing the solicitation of votes on the Plan or the offer, issuance, sale, or purchase of the
Securities offered and sold under the Plan and any previous plan.



21.14. Closing of Chapter 11 Cases.



The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Cases,
File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicable
order of the Bankruptcy Court to close the Chapter 11 Cases.



21.15. Waiver or Estoppel.



Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert any
argument, including the right to argue that its Claim or Interest should be Allowed in a certain
amount, in a certain priority, Secured or not subordinated by virtue of an agreement made with the
Debtors or their counsel, or any other Entity, if such agreement was not disclosed in the Plan, the
Disclosure Statement, or papers Filed with the Bankruptcy Court prior to the Confirmation Date.



21.16. Conflicts.



Except as set forth in the Plan, to the extent that any provision of the Disclosure Statement,
the Plan Supplement, or any other order (other than the Confirmation Order) referenced in the Plan
(or any exhibits, schedules, appendices, supplements, or amendments to any of the foregoing),
conflict with or are in any way inconsistent with any provision of the Plan, the Plan shall govern
and control.


 


55









 






Dated: June
 _____, 2011



	 	 	 	 	 
	 	Respectfully submitted,





NEBRASKA BOOK COMPANY


(for itself and on behalf of each of its

affiliated debtors)

 	 
	 	By:  	 	 
	 	 	Name:  	 Alan G. Siemek	 
	 	 	Title:  	Chief Financial Officer 	 





Prepared by:




KIRKLAND & ELLIS LLP



601 Lexington Avenue

New York, New York 10022-4611

(212) 446-4800 (telephone)




- and -




PACHULSKI STANG ZIEHL & JONES LLP

919 North Market Street, 17th Floor

Wilmington, Delaware 19899-8705

(302) 652-4100 (telephone)




Proposed Counsel to the Debtors and Debtors in Possession




 


 









 







EXHIBIT C

NEW ABL FACILITY




[REDACTED/FILED UNDER SEAL]



 


 









 







EXHIBIT D

KEY TERMS OF NEW SENIOR SECURED NOTES




[REDACTED/FILED UNDER SEAL]



 


 









 







EXHIBIT E

NEW SENIOR UNSECURED NOTES




[REDACTED/FILED UNDER SEAL]



 


 









 







EXHIBIT F

NEW WARRANTS




	 	 	 
	Issuer:

	 	NBC
	 
	 	 
	Terms:

	 	New Warrants shall be for 5.0% of the New Common Equity,
exercisable at a $550 million Total Enterprise Value with
subsequent equity value implied by the Company’s capital structure
after the Restructuring. The New Warrants shall be subject to
dilution from the Management Equity Incentive Plan.