BARNES & NOBLE EDUCATION, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an…

Item 1.01 Entry into a Material Definitive Agreement.

On June 7, 2022, Barnes & Noble Education, Inc. (the "Company") entered into(i) a Term Loan Credit Agreement (the "Term Loan Credit Agreement"), among theCompany, as borrower, certain subsidiaries of the Company party thereto asguarantors ("the Guarantors"), TopLids LendCo, LLC and Vital Fundco, LLC, aslenders, and TopLids LendCo, LLC, as administrative agent and collateral agentfor the lenders, and (ii) a Fifth Amendment to Credit Agreement (the "ABLAmendment") to the Credit Agreement, dated as of August 3, 2015 (as amendedprior to the ABL Amendment, the "ABL Credit Agreement"), among the Company, asthe lead borrower, the other borrowers party thereto, the lenders party theretoand Bank of America, N.A., as administrative agent and collateral agent for thelenders (in such capacities, the "ABL Agent").

The Term Loan Credit Agreement provides for the incurrence by the Company ofterm loans in an amount equal to $30 million (the "Term Loan Facility" and, theloans thereunder, the "Term Loans"). The proceeds of the Term Loans are beingused to finance working capital, and to pay fees and expenses related to theTerm Loan Facility. The Term Loans accrue interest at a rate equal to 11.25% andmature on June 7, 2024. The Company has the right, through December 31, 2022, topay all or a portion of the interest on the Term Loans in kind. The Term Loansdo not amortize prior to maturity. Solely to the extent that any Term Loansremain outstanding on June 7, 2023, the Company must pay a fee of 1.5% of theoutstanding principal amount of the Term Loans on such date.

The Term Loans are required to be repaid (i) after repayment of the FILO trancheunder the ABL Credit Agreement, with up to 100% of the proceeds of the sale of anon-core business line of the Company generating net proceeds in excess of$1,000,000, other than ordinary course dispositions and (ii) in full inconnection with a debt or equity financing transaction generating net proceedsin excess of an amount sufficient to repay the FILO tranche under the ABL CreditAgreement.

The Term Loan Credit Agreement does not contain a financial covenant, butotherwise contains representations and warranties, covenants and events ofdefault that are substantially the same as those in the ABL Credit Agreement,including restrictions on the ability of the Company and its subsidiaries toincur additional debt, incur or permit liens on assets, make investments andacquisitions, consolidate or merge with any other company, engage in asset salesand make dividends and distributions. The Term Loan Facility is secured bysecond-priority liens on all assets securing the obligations under the ABLCredit Agreement, which is all of the assets of the Company and the Guarantors,subject to customary exclusions and limitations set forth in the Term LoanCredit Agreement and the other loan documents executed in connection therewith.

The ABL Amendment amends the ABL Credit Agreement to permit the Company to incurthe Term Loan Facility. The ABL Amendment also provides that, upon repayment ofthe Term Loan Credit Agreement (and, if applicable, any replacement creditfacility thereof), the Company and its subsidiaries may incur second liensecured debt in an aggregate principal amount not to exceed $75,000,000.

The foregoing description is qualified in its entirety by reference to the TermLoan Credit Agreement or the ABL Amendment, as applicable, copies of which areattached as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated byreference in its entirety in this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is incorporated by reference.

Item 9.01 Financial Statements and Exhibits

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BARNES & NOBLE EDUCATION, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an...