Attached files
file | filename |
---|---|
EX-10.2 - EXHIBIT 10.2 - NEBRASKA BOOK CO | c98303exv10w2.htm |
EX-10.1 - EXHIBIT 10.1 - NEBRASKA BOOK CO | c98303exv10w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 22, 2010
Nebraska Book Company, Inc.
(Exact name of registrant as specified in its charter)
Kansas | 333-48221 | 47-0549819 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
4700 South 19th Street Lincoln, NE |
68501-0529 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (402) 421-7300
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
On March 22, 2010, Nebraska Book Company, Inc. (the Company) amended its Amended and
Restated Credit Agreement (the ABL Credit Agreement), dated as of October 2, 2009, among the
Company, the Companys parent, NBC Acquisition Corp. (NBC) and NBCs parent, NBC Holdings Corp.
(Holdings), the Companys subsidiaries, as guarantors (the Guarantors), the lenders party
thereto, JPMorgan Chase Bank, N.A. (JPMorgan) as the administrative agent and the other agents
party thereto, which provides for an asset-based revolving credit line of up to $75 million (less
outstanding letters of credit and subject to a borrowing base). The amendment to the ABL Credit
Agreement (a) changes the definition of reserves to include the concept of reserved local
blocked accounts, as described below, (b) excludes such reserved local blocked accounts from being
required to be subject to deposit account control agreements in favor of JPMorgan; provided that if
the aggregate balance in such reserved local blocked accounts exceeds $2,000,000, the Company must,
within three business days, eliminate the excess from these accounts, and (c) provides that the
failure to eliminate such excess within three business days is an immediate event of default (the
First Amendment to the ABL Credit Agreement).
On March 22, 2010, the Company also amended its First Lien Amended and Restated Guarantee and
Collateral Agreement, dated as of October 2, 2009, among the Company, Holdings, NBC, the Guarantors
and JPMorgan Chase Bank, N.A., as administrative agent (the ABL Collateral Agreement), which
governs the guarantee by the Guarantors and the first-priority lien on substantially all of the
Companys and the Guarantors tangible and intangible assets, including real property, fixtures and
equipment owned or acquired in the future by the Company and the Guarantors. The amendment to the
ABL Collateral Agreement (a) adds the definition of the reserved local blocked accounts as accounts
not subject to a local blocked account agreement, (b) adds a schedule listing such accounts, (c)
excludes reserved local blocked accounts from the requirement of entering into local blocked
account agreements, so long as the Company is in compliance with the ABL Credit Agreement, and (d)
requires loan parties to deliver, upon request, monthly statements showing amounts deposited in
each reserved local blocked account (the First Amendment to the ABL Collateral Agreement).
The foregoing descriptions of the ABL Credit Agreement, the First Amendment to the ABL Credit
Agreement, the ABL Collateral Agreement and the First Amendment to the ABL Collateral Agreement are
qualified in their entirety by reference to the full text of the ABL Credit Agreement, the First
Amendment to the ABL Credit Agreement, the ABL Collateral Agreement and the First Amendment to the
ABL Collateral Agreement. Copies of the First Amendment to the ABL Credit Agreement and the First
Amendment to the ABL Collateral Agreement are attached hereto as Exhibits 10.1 and 10.2,
respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit 10.1 | First Amendment, dated as of March 22, 2010, to the Amended
and Restated Credit Agreement, dated October 2, 2009, among
NBC Holdings Corp., NBC Acquisition Corp., Nebraska Book
Company, Inc., the Subsidiary Guarantors, the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Wells Fargo Bank, National Association, as syndication agent,
Bank of America, N.A., as documentation agent. |
|
Exhibit 10.2 | First Amendment, dated as of March 22, 2010, to the First
Lien Amended and Restated Guarantee and Collateral Agreement,
dated October 2, 2009, among NBC Holdings Corp., NBC
Acquisition Corp., Nebraska Book Company, Inc., the
Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as
administrative agent. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEBRASKA BOOK COMPANY, INC. |
||||
Date: March 24, 2010 | /s/ Alan G. Siemek | |||
Alan G. Siemek | ||||
Chief Financial Officer, Senior Vice President of Finance and Administration, Treasurer and Assistant Secretary | ||||
3
EXHIBIT INDEX
Exhibit No. | Description | |
Exhibit 10.1 | First Amendment, dated as of March 22, 2010, to the Amended
and Restated Credit Agreement, dated October 2, 2009, among
NBC Holdings Corp., NBC Acquisition Corp., Nebraska Book
Company, Inc., the Subsidiary Guarantors, the lenders party
thereto, JPMorgan Chase Bank, N.A., as administrative agent,
Wells Fargo Bank, National Association, as syndication agent,
Bank of America, N.A., as documentation agent. |
|
Exhibit 10.2 | First Amendment, dated as of March 22, 2010, to the First
Lien Amended and Restated Guarantee and Collateral Agreement,
dated October 2, 2009, among NBC Holdings Corp., NBC
Acquisition Corp., Nebraska Book Company, Inc., the
Subsidiary Guarantors and JPMorgan Chase Bank, N.A., as
administrative agent. |
4