**Exhibit 10.2**

*[Execution Copy]*

**FIRST AMENDMENT TO CREDIT AGREEMENT**

This **FIRST AMENDMENT TO CREDIT AGREEMENT**(this “***Amendment***”), dated as of November 24, 2009, is by andamong **BARNES & NOBLE, INC.**, a Delaware corporation (“***Lead Borrower***”), the other Persons party hereto as borrowers (collectively, together with the Lead Borrower, the “***Borrowers***”),**BANK OF AMERICA, N.A.**, as Administrative Agent (the “***Administrative Agent***”) and Collateral Agent (the “***Collateral Agent***”), and each of the Lenders party hereto. 

**RECITALS:**

A. The Borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto (the“***Lenders***”), the Administrative Agent and the Collateral Agent, and the other agents party thereto, are parties to that certain Credit Agreement, dated as of September 30, 2009 (as amended hereby and as otherwise amended,restated or modified from time to time, the “***Credit Agreement***”). Capitalized terms used herein but not otherwise defined herein shall have the meanings given such terms in the Credit Agreement. 

B. The parties hereto have agreed to amend the Credit Agreement as set forth below. 

**NOW, THEREFORE,**in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree asfollows: 

**SECTION 1.01**Amendments to Credit Agreement. 

(a) Amendments to Section 1.01. 

(i) The existing definition of “Availability Reserves” in Section 1.01 of the Credit Agreement ishereby amended by deleting clause (vi) of the second sentence thereof in its entirety and inserting the following in place thereof: 

(vi) warehousemen’s or bailee’s charges and other Permitted Encumbrances which may have priority over the interests of theCollateral Agent in the Collateral (other than Excluded Assets), 

(ii) The existing definition of“Eligible Accounts Receivables” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (d) thereof in its entirety and inserting the following in place thereof: 

(d) Accounts with respect to which a Borrower does not have good, valid and marketable title thereto, free and clear of any Lien (otherthan Liens granted to the Collateral Agent pursuant to the Security Documents and other Permitted Encumbrances) or which are not subject to a first priority security interest in favor of the Collateral Agent; 

(iii) The existing definition of “Eligible Credit CardReceivables” in Section 1.01 of the Credit Agreement is hereby amended by deleting clause (c) thereof in its entirety and inserting the following in place thereof: 

(c) Credit Card Receivables with respect to which a Borrower does not have good, valid and marketable title, free and clear of any Lien(other than Liens granted to the Collateral Agent pursuant to the Security Documents and other Permitted Encumbrances); 

(iv) The existing definition of “Eligible Inventory” in Section 1.01 of the Credit Agreement ishereby amended by inserting the words “in priority” immediately after the phrase “in favor of the Collateral Agent, subject” in the first line of clause (f) thereof. 

(v) The existing definition of “Real Estate Eligibility Requirements” in Section 1.01 of the CreditAgreement is hereby amended by inserting the words “in priority” immediately after the phrase “on the property described therein, subject” in clause (d) thereof. 

(b) Amendment to Schedule 5.08(b)(1). Schedule 5.08(b)(1) to the Credit Agreement is hereby amended to add theowned Real Estate set forth on Annex A hereto. The Lenders party hereto hereby waive any Default or Event of Default that may have arisen as a result of the failure of the Borrowers to list the Real Estate set forth on Annex A on Schedule 5.08(b)(1)as of the Closing Date. 

(c) Consent to Amendment of Seller Notes. The Lenders party hereto herebyconsent to the amendment of each of the Seller Notes to add Barnes & Noble Booksellers, Inc. as a co-issuer thereof and hereby agree that such amendments shall be deemed permitted under the Credit Agreement, including Sections 7.09 and 7.12thereof. 

**SECTION 1.02**Effectiveness. This Amendment shall become effective only upon receipt by theAdministrative Agent of duly executed counterparts of this Amendment which, when taken together, bear the authorized signatures of each Borrower, the Administrative Agent and the Collateral Agent, and the Super-Majority Required Lenders (the“***Amendment Effective Date***”). 

**SECTION 1.03**Cross-References. References in thisAmendment to any Section are, unless otherwise specified, to such Section of this Amendment. 

**SECTION 1.04**Instrument Pursuant to Credit Agreement. This Amendment is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated herein) be construed, administered and applied inaccordance with the terms and provisions of the Credit Agreement. 

 

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**SECTION 1.05**Governing Law. **THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OFTHE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).**

**SECTION 1.06**Counterparts. This Amendment may be executed in any number of counterparts and by the different parties heretoin separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. 

**SECTION 1.07**Severability. In case any provision in or obligation under this Amendment or the other Loan Documents shall beinvalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impairedthereby. 

**SECTION 1.08**Benefit of Agreement. This Amendment shall be binding upon and inure to the benefit ofand be enforceable by the respective successors and assigns of the parties hereto; provided that no Borrower may assign or transfer any of its interest hereunder without the prior written consent of the Administrative Agent and each Lender.

**SECTION 1.09**Integration. This Amendment represents the agreement of the Borrowers, the Administrative Agentand the Collateral Agent, and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties relative to the subject matter hereof not expressly set forth or referred to herein or in theother Loan Documents. 

**SECTION 1.10**Confirmation. Except as expressly amended by the terms hereof, all of theterms of the Credit Agreement, the Security Agreement and the other Loan Documents shall continue in full force and effect and are hereby ratified and confirmed in all respects. 

**SECTION 1.11**Loan Documents. Except as expressly set forth herein, the amendments provided herein shall not by implicationor otherwise limit, constitute a waiver of, or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or the Collateral Agent under the Credit Agreement, the Security Agreement or any other Loan Document, nor shall theyconstitute a waiver of any Event of Default, nor shall they alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement, the Security Agreement or any other LoanDocument. Each of the amendments provided herein shall apply and be effective only with respect to the provisions of the Credit Agreement or the Security Agreement specifically referred to by such amendments. Except as expressly amended herein, theCredit Agreement, the Security Agreement and the other Loan Documents shall continue in full force and effect in accordance with the provisions thereof. As used in the Credit Agreement or the Security Agreement, the terms “Agreement”,“herein”, “hereinafter”, “hereunder”, “hereto” and words of similar import shall mean, from and after the date hereof, the Credit Agreement or the Security Agreement, as the case may be. 

(Signature Pages Follow) 

 

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IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment tobe duly executed and delivered as of the date first above written. 

 

**BORROWERS:**

 

**BARNES & NOBLE, INC.**
By: /s/ Maria FlorezName: Maria FlorezTitle: VP & Treasurer
**B. DALTON BOOKSELLER, LLC**

**BARNES & NOBLE BOOKQUEST LLC**

**BARNES & NOBLE BOOKSELLERS, INC.**

**BARNES & NOBLE MARKETING SERVICES CORP.**

**BARNES & NOBLE PURCHASING, INC.**

**BARNES & NOBLE SERVICES, INC.**

**BARNESANDNOBLE.COM LLC**

**DOUBLEDAY BOOK SHOPS, INC.**

**FICTIONWISE LLC**

**PONDVIEW ASSOCIATES LLC**

**SPARKNOTES LLC**

**STERLING PUBLISHING CO., INC.**

**TIKATOK LLC** (f/k/a TKTK ACQUISITION LLC)
By: /s/ Maria FlorezName: Maria FlorezTitle: VP & Treasurer
**BARNES & NOBLE COLLEGE**

**BOOKSELLERS, LLC**(f/k/a BNCB MERGER SUB, LLC)****
By: /s/ Maria FlorezName: Maria FlorezTitle: VP & Treasurer
FirstAmendment to Credit Agreement 

Signature Page 

**AGENTS AND LENDERS:**

 

**BANK OF AMERICA, N.A.,**

****asAdministrative Agent and as Collateral Agent****
By: /s/ Andrew CerussiName: Andrew CerussiTitle: Senior Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**JPMORGAN CHASE BANK, NA.,**

as Co-Syndication Agent
By: /s/ Larry FavreName: Larry FavreTitle: SVP
First Amendment to CreditAgreement 

Signature Page 

**WELLS FARGO RETAIL FINANCE, LLC,**

as Co-Syndication Agent
By: /s/ Danielle M. BaldinelliName: Danielle M. BaldinelliTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**SUNTRUST BANK,**

****as Co-Documentation Agent****
By: /s/ B. Earl GarrisName: B. Earl GarrisTitle: Director - CIB - ABL
First Amendmentto Credit Agreement 

Signature Page 

**US BANK, NATIONAL ASSOCIATION,**

****as Co-Documentation Agent****
By: /s/ Blake MaliaName: Blake MaliaTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**SOVEREIGN BANK,**

as Co-Senior Managing Agent
By: /s/ Matilde ReyesName: Matilde ReyesTitle: Senior Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**BANK OF AMERICA, N.A.,**

as a Lender, LC Issuer and Swing Line Lender
By: /s/ Andrew CerussiName: Andrew CerussiTitle: Senior Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**JPMORGAN CHASE BANK, NA.,**

as a Lender and LC Issuer
By: /s/ Larry FavreName: Larry FavreTitle: Senior Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**WELLS FARGO RETAIL FINANCE, LLC,**

as a Lender and LC Issuer
By: /s/ Danielle M. BaldinelliName: Danielle M. BaldinelliTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**SOVEREIGN BANK,**

****as a Lender and LC Issuer****
By: /s/ Matilde ReyesName: Matilde ReyesTitle: Senior Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**SUNTRUST BANK,**

****as a Lender****
By: /s/ B. Earl GarrisName: B. Earl GarrisTitle: Director - CIB - ABL
First Amendmentto Credit Agreement 

Signature Page 

**US BANK, NATIONAL ASSOCIATION,**

****as a Lender****
By: /s/ Blake MaliaName: Blake MaliaTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**ING CAPITAL LLC,**

****as a Lender****
By: /s/ Bill RedmondName: Bill RedmondTitle: Managing Director
First Amendment toCredit Agreement 

Signature Page 

**RBS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC., a subsidiary of RBS CITIZENS, N.A.,**

****as a Lender****
By: /s/ John D. BobbinName: John D. BobbinTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**CAPITAL ONE LEVERAGE FINANCE CORP.,**

****as a Lender****
By: /s/ Nick MalatestinicName: Nick MalatestinicTitle: Senior Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**FIFTH THIRD BANK,**

****as a Lender****
By: /s/ George B. DavisName: George B. DavisTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**PNC BANK, NATIONAL ASSOCIATION, SUCCESSOR TO NATIONAL CITY BUSINESS CREDIT, INC.,**

****as a Lender****
By: /s/ Matthew PotterName: Matthew PotterTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**UNION BANK, N.A.,**

****as a Lender****
By: /s/ Brent HousteauName: Brent HousteauTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

**COMERICA BANK,**

****as a Lender****
By: /s/ Chris RiceName: Chris RiceTitle: Corporate Banking Officer
FirstAmendment to Credit Agreement 

Signature Page 

**MANUFACTURERS AND TRADERS TRUST COMPANY,**

****as a Lender****
By: /s/ Grant C. GoodenName: Grant C. GoodenTitle: Assistant Vice President
FirstAmendment to Credit Agreement 

Signature Page 

**FIRST HAWAIIAN BANK,**

****as a Lender****
By: /s/ Dawn HofmannName: Dawn HofmannTitle: Vice President
First Amendment toCredit Agreement 

Signature Page 

ANNEX A 

Additions to Owned Real Property Schedule 5.08(b)(1)

 

**Loan Party**
  
**Street Address**
  **County**  **State**
Barnes & Noble Booksellers, Inc.
  10701 Centrum Parkway, Pineville, NC  Mecklenburg  NC
Barnes & Noble Booksellers, Inc.
  765 Route 17 South, Paramus, NJ  Bergen  NJ
First Amendment to Credit Agreement

Signature Page