ex10-1.htm


 


Exhibit 10.1


 


 


 



July 25, 2013












Administrative Agent and Lenders under


that certain Credit Agreement described below


c/o: Bank of America, N.A.,



as Administrative Agent





100 Federal Street





Boston, Massachusetts 02110















	
  

	
Re:

	
Extension of Time for Delivery of 2012 Audited Financial Statements












Ladies and Gentlemen:







Reference is made to that certain Amended and Restated Credit Agreement, dated as of April 29, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used herein but not defined herein shall have the meanings specified in the Credit Agreement) among Barnes & Noble Inc., a Delaware corporation (the “Lead Borrower”), the other Persons party thereto 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 financial institutions party thereto from time to time as Lenders (collectively, the “Lenders”) and/or agents.







The Lead Borrower has notified the Administrative Agent and the Lenders that it may need, and hereby requests that the Required Lenders consent to, an extension of no more than sixty (60) days after the date specified in the Credit Agreement for the delivery of annual financial statements for the fiscal year ending April 27, 2013 in accordance with Section 6.01(a) of the Credit Agreement and the related Compliance Certificate in accordance with Section 6.02(a) of the Credit Agreement (collectively, the “2013 Annual Reporting Deliverables”).







By executing and delivering this consent letter, the Administrative Agent and each undersigned Lender hereby agrees that, effective upon the Consent Effective Date (as defined below), the undersigned Required Lenders hereby (a) consent to delay of the delivery of the 2013 Annual Reporting Deliverables until the earlier of (i) September 24, 2013 and (ii) the date on which such financials are filed with the SEC (such earlier date, the “Extended Delivery Deadline”), and (b) agree that any delivery of the 2013 Annual Reporting Deliverables after the date specified in the Credit Agreement but on or before the Extended Delivery Deadline shall not result in, or be deemed to give rise to, an Event of Default.  The Lenders (x) further acknowledge and agree that the Company will not be able to deliver (or file with the SEC) the quarterly financial statements for the period ending July 27, 2013, until it has first delivered the 2013 Annual Reporting Deliverables and filed the 2013 annual financial statements included therein with the SEC, and (y) hereby waive any Default arising therefrom solely to the extent any such delayed filing of such quarterly financials results from the permitted delay in filing the annual financials.


 


 


 




  





  











  








 


Please acknowledge your consent to the matters set forth herein upon the terms and conditions set forth herein and otherwise in accordance with the Credit Agreement by executing and returning this consent letter at your earliest convenience.  The forgoing consent shall become effective, so long as no Default or Event of Default has occurred and is continuing (other than as a result of the failure to timely deliver the 2013 Annual Reporting Deliverables), on the date (the “Consent Effective Date”) that the following conditions have been satisfied: (a) the Administrative Agent shall have received executed signature pages hereto from the Loan Parties, the Agents and the Required Lenders, and (b) the Borrowers have paid to the Administrative Agent, for the ratable benefit of the Lenders party hereto (the “Consenting Lenders”), a consent fee equal to 0.025% of the aggregate Commitments of the Consenting Lenders (the “Initial Consent Fee”); provided, that the Initial Consent Fee shall be fully earned upon the delivery by the Administrative Agent to the Borrower of the executed signature pages of at least the Required Lenders, and thereafter shall be immediately due and payable regardless of whether any other conditions to the effectiveness of this consent letter are satisfied.







The Lead Borrower further agrees, on behalf of the Borrowers and for the benefit of the Consenting Lenders, that if the 2013 Annual Reporting Deliverables are not delivered on or before August 25, 2013, the Borrowers immediately shall pay to the Administrative Agent, for the ratable benefit of the Consenting Lenders, an additional consent fee equal to 0.050% of the aggregate Commitments of the Consenting Lenders.







Except as expressly provided with respect to the consent requested in this consent letter, the Credit Agreement and each of the Schedules and Exhibits and other Loan Documents related thereto shall remain in full force and effect and the Credit Agreement and each of the other Loan Documents are hereby ratified and confirmed in all respects.  No delay or omission by the Administrative Agent or Lenders in exercising any power, right or remedy shall impair such power, right or remedy or be construed as a waiver thereof or any acquiescence therein, and no single, periodic or partial exercise of any such power, right or remedy shall preclude other or further exercise thereof or the exercise of any other power, right or remedy under the Credit Agreement, the other Loan Documents or otherwise.  This consent letter is a Loan Document.  It may be executed in counterparts which, taken together, shall constitute an original.  Delivery of an executed counterpart of this consent letter by telecopier, PDF copy, facsimile or other electronic means shall be effective as delivery of a manually executed counterpart thereof.







THIS CONSENT LETTER SHALL BE GOVERNED BY, AND CONSTRUCTED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.







[Signature pages follow]


 


 


 


 


 


 


 


 




  





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	 	BORROWERS:	 
	 	BARNES & NOBLE, INC.	 
	 	BARNES & NOBLE BOOKSELLERS, INC.	 
	 	BARNES & NOBLE INTERNATIONAL LLC	 
	 	BARNES & NOBLE MARKETING SERVICES	 
	 	CORP.	 
	 	BARNES & NOBLE MARKETING SERVICES LLC	 
	 	BARNES & NOBLE PURCHASING, INC.	 
	 	
BARNES & NOBLE SERVICES, INC.

	 
	 	BARNESANDNOBLE.COM LLC	 
	 	STERLING PUBLISHING CO., INC.	 
	 	BARNES & NOBLE COLLEGE BOOKSELLERS,	 
	 	LLC	 
	 	NOOK MEDIA INC.	 
	 	NOOK MEDIA LLC	 
	 	 	 
	 	 	 	 
	
 

	
By:

	/s/ Thomas D. Donohue	 
	 	Name: 	Thomas D. Donohue 	 
	 	Title: 	Vice President, Treasurer	 
	 	 	 	 









 


 


 


 


 


 


 


 


 


 





Consent Letter


Signature Page







  











  






 


 



ACKNOWLEDGED AND AGREED:







BANK OF AMERICA, N.A.,


as Administrative Agent and as Collateral Agent








	
By:

	/s/ Andrew Cerussi  
	
Name:

	Andrew Cerussi
	
Title:

	Senior Vice President   




















 


 


 


 


 


 


 


 






Consent Letter


Signature Page







  











  










 


ACKNOWLEDGED AND AGREED:







BANK OF AMERICA, N.A.,


as a Lender, LC Issuer and Swing Line Lender









	
By:

	/s/ Andrew Cerussi 
	
Name:

	Andrew Cerussi
	
Title:

	Senior Vice President 





 




 


 


 


 


 


 


 


 


 






Consent Letter

Signature Page







  











  
















ACKNOWLEDGED AND AGREED:


 


Institution:  CAPITALSOURCE BANK


 





	
By:

	/s/ Robert Dailey 
	
Name:

	Robert Dailey
	
Title:

	Senior Vice President





 








 


 


 


 


 


 


 


 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  CIT BANK


 





	
By:

	/s/ Renee M. Singer 
	
Name:

	Renee M. Singer
	
Title:

	Managing Director









 


 


 


 


 


 


 




 


 







Consent Letter

Signature Page







  











  




















ACKNOWLEDGED AND AGREED:


 


Institution:  COLE TAYLOR BANK


 





	
By:

	/s/ Richard A. Simons 
	
Name:

	Richard A. Simons
	
Title:

	Vice President









 


 


 




 


 


 


 


 


 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  CAPITAL ONE LEVERAGE FINANCE CORP.


 





	
By:

	/s/ Julianne Low 
	
Name:

	Julianne Low
	
Title:

	Vice President









 


 


 


 


 




 


 


 


 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  COMPASS BANK


 





	
By:

	/s/ Michael Sheff 
	
Name:

	Michael Sheff
	
Title:

	Senior Vice President









 


 


 


 


 


 


 


 




 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  GENERAL ELECTRIC CAPITAL CORPORATION


 





	
By:

	/s/ Peter F. Crispino
	
Name:

	Peter F. Crispino
	
Title:

	Duly Authorized Signatory









 


 


 


 


 


 




 


 


 







Consent Letter

Signature Page







  











  










ACKNOWLEDGED AND AGREED:


 


Institution:  JPMORGAN CHASE BANK, N.A.


 





	
By:

	/s/ Jennifer Heard
	
Name:

	Jennifer Heard
	
Title:

	Authorized Officer









 


 


 


 


 


 


 


 




 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  PNC BANK, N.A.


 





	
By:

	/s/ Thanwantie Somar
	
Name:

	Thanwantie Somar
	
Title:

	AVP









 


 


 


 


 


 


 


 




 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  RBS BUSINESS CAPITAL, a division of RBS ASSET FINANCE, INC.


 





	
By:

	/s/ Francis Garvin
	
Name:

	Francis Garvin
	
Title:

	Senior Vice President









 


 


 


 


 


 


 


 




 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  REGIONS BANK


 





	
By:

	/s/ Louis Alexander
	
Name:

	Louis Alexander
	
Title:

	Attorney in Fact









 


 


 


 


 


 


 


 




 






Consent Letter

Signature Page







  











  








 








ACKNOWLEDGED AND AGREED:


 


Institution:  Siemens Financial Services, Inc.


 





	
By:

	/s/ Sharon Prusakempli
	
Name:

	Sharon Prusakempli
	
Title:

	Vice President









 


 



Institution:  Siemens Financial Services, Inc.


 





	
By:

	/s/ John Finoize
	
Name:

	John Finoize
	
Title:

	Vice President











 


 


 


 


 




 


 


 







Consent Letter

Signature Page







  











  










ACKNOWLEDGED AND AGREED:


 


Institution:  SunTrust Bank


 





	
By:

	/s/ Nigel Fabien
	
Name:

	Nigel Fabien
	
Title:

	Vice President









 


 


 


 


 


 


 


 




 







Consent Letter

Signature Page







  











  










































 



ACKNOWLEDGED AND AGREED:


 


Institution:  TD BANK, N.A.


As Lender


 





	
By:

	/s/ Edmundo Kahn
	
Name:

	Edmundo Kahn
	
Title:

	Vice President









 


 


 


 


 


 


 


 




 







Consent Letter

Signature Page







  











  












 




ACKNOWLEDGED AND AGREED:


 


Institution:  U.S. Bank National Association, as Lender


 





	
By:

	/s/ Matthew Kasper
	
Name:

	Matthew Kasper
	
Title:

	Vice President









 


 


 


 


 


 


 


 


 


 







Consent Letter

Signature Page







  











  










 





ACKNOWLEDGED AND AGREED:


 


Institution:  Wells Fargo Bank, N.A.


 





	
By:

	/s/ Adam B. Davis
	
Name:

	Adam B. Davis
	
Title:

	Director





 


 


 


 


 


 


 


 



Consent Letter


Signature Page