Delaware
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1-12302
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06-1196501
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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122 Fifth Avenue, New York, New York
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10011
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(Address of principal executive offices)
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(Zip Code)
|
o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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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
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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(d) Exhibits
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||
10.1
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Letter Agreement with respect to Amended and Restated Credit Agreement, dated as of April 26, 2013.
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BARNES & NOBLE, INC., | |||
Date: April 26, 2013
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By:
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/s/ Eugene V. DeFelice | |
Name: Eugene V. DeFelice | |||
Title: Vice President, General Counsel & Secretary | |||
Exhibit No.
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Description
|
|
10.1
|
Letter Agreement with respect to Amended and Restated Credit Agreement, dated as of April 26, 2013.
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Re:
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Amendment of Consolidated EBITDA Definition
|
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:
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/s/ Thomas D. Donohue | ||
Name: Thomas D. Donohue | |||
Title: Vice President, Treasurer | |||
AGENTS AND LENDERS:
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|||
BANK OF AMERICA, N.A.,
|
|||
as Administrative Agent and as Collateral Agent | |||
|
By:
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/s/ Andrew Cerussi | |
Name: Andrew Cerussi | |||
Title: Senior Vice President | |||
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 | |||
WELLS FARGO BANK, NATIONAL ASSOCIATION,
|
|||
as a Lender and LC Issuer | |||
|
By:
|
/s/ Danielle Baldinelli | |
Name: Danielle Baldinelli | |||
Title: Director | |||
SUNTRUST BANK,
|
|||
as a Lender | |||
|
By:
|
/s/ Nigel Fabien | |
Name: Nigel Fabien | |||
Title: Vice President | |||
RBS BUSINESS CAPITAL, | |||
a division of RBS ASSET FINANCE, INC., | |||
a subsidiary of RBS CITIZENS, N.A., | |||
as a Lender | |||
|
By:
|
/s/ Francis Garvin | |
Name: Francis Garvin | |||
Title: Senior Vice President | |||
GENERAL ELECTRIC CAPITAL CORPORATION,
|
|||
as a Lender | |||
|
By:
|
/s/ Peter F. Crispino | |
Name: Peter F. Crispino | |||
Title: Duly Authorized Signatory | |||
CIT BANK,
|
|||
as a Lender
|
|||
|
By:
|
/s/ Renee M. Singer | |
Name: Renee M. Singer | |||
Title: Managing Director | |||
COLE TAYLOR BANK, | |||
as a Lender | |||
|
By:
|
/s/ Richard A. Simons | |
Name: Richard A. Simons | |||
Title: Vice President | |||
JPMORGAN CHASE BANK, N.A. | |||
as a Lender and LC Issuer | |||
|
By:
|
/s/ Jennifer Heard | |
Name: Jennifer Heard | |||
Title: Authorized Officer | |||
COMPASS BANK, | |||
as a Lender | |||
|
By:
|
/s/ Michael Sheff | |
Name: Michael Sheff | |||
Title: Senior Vice President | |||
PNC BANK, NATIONAL ASSOCIATION, | |||
as a Lender | |||
|
By:
|
/s/ Thanwantie Somar | |
Name: Thanwantie Somar | |||
Title: AVP | |||
CAPITAL ONE LEVERAGE FINANCE CORP., | |||
as a Lender | |||
|
By:
|
/s/ Julianne Low | |
Name: Julianne Low | |||
Title: Vice President | |||