Date of Report (Date of earliest event reported): March 22, 2010
NBC Acquisition Corp.
Registrants telephone number, including area code: (402) 421-7300
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)
Item 1.01 Entry into a Material Definitive Agreement
On March 22, 2010, NBC Acquisition Corp. (the Company) amended its Amended and Restated Credit Agreement (the ABL Credit Agreement), dated as of October 2, 2009, among the Company, the Companys wholly-owned subsidiary, Nebraska Book Company, Inc. (Nebraska Book) and the Companys parent, NBC Holdings Corp. (Holdings), Nebraska Books 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, Nebraska Book 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, Nebraska Book, 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 Nebraska Books and the Guarantors tangible and intangible assets, including real property, fixtures and equipment owned or acquired in the future by Nebraska Book 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 Nebraska Book 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.
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.
NBC ACQUISITION CORP.
Date: March 24, 2010
/s/ Alan G. Siemek
Alan G. Siemek
Vice President and Treasurer
(Principal Financial and Accounting Officer)