On July 28, 2023 (the Amendment Closing Date), Barnes & Noble Education, Inc. (the Company) entered into (i) an Eighth Amendment (the ABL Amendment) to the Credit Agreement, dated as of August 3, 2015 (as amended prior to the ABL Amendment, the ABL Credit Agreement), among the company, as the lead borrower, the other borrowers party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (the ABL Agent) and (ii) a Third Amendment (the Term Loan Amendment) to the Term Loan Credit Agreement, dated as of June 7, 2022 (as amended prior to the Term Loan Amendment, the Term Loan Credit Agreement), among the company, as borrower, certain subsidiaries of the Company party thereto as guarantors, TopLids LendCo, LLC and Vital Fundco, LLC, as lenders, and TopLids LendCo, LLC, as administrative agent and collateral agent for the lenders. The ABL Amendment amends the ABL Credit Agreement to (i) extend the maturity date of the ABL Credit Agreement to December 28, 2024, (ii) reduce advance rates with respect to the borrowing base by 1000 basis points on September 2, 2024 (in lieu of the reductions previously contemplated for September 2023), (iii) subject to the conditions set forth in the ABL Amendment, add a CARES Act tax refund claim in the borrowing base, from April 1, 2024 through July 31, 2024, (iv) amend the financial maintenance covenant to require Availability (as defined in the ABL Credit Agreement) at all times greater than the greater of (x) 10% of the Aggregate Loan Cap (as defined in the ABL Credit Agreement) and (y) (A) $32.5 million minus, subject to the conditions set forth in the ABL Amendment, (B) (a) $7,500,000 for the period of April 1, 2024 through and including April 30, 2024, (b) $2,500,000 for the period of May 1, 2024 through and including May 31, 2024 and (c) $0 at all other times, (v) add a minimum Consolidated EBITDA (as defined in the ABL Credit Agreement) financial maintenance covenant, and (vi) amend certain negative and affirmative covenants and add certain additional covenants, all as more particularly set forth in the ABL Amendment. The ABL Amendment also requires that the Company appoint a Chief Restructuring Officer and that, by August 11, 2023, the Company (i) appoint two independent members to the board of directors of the Company from prospective candidates that have been previously disclosed to the Administrative Agent and the Lenders and (ii) appoint a committee of the board of directors of the Company to consist of three board members (two of whom will be the new independent directors).

The committee?s responsibilities will include, among other things, to explore, consider, solicit expressions of interest or proposals for, respond to any communications, inquiries or proposals regarding, and advise as to all strategic alternatives to effect a ?Specified Liquidity Transaction? (as defined in the ABL Credit Agreement). There can be no guarantee or assurances that any such transaction or transactions will be consummated.

The Term Loan Amendment amends the Term Loan Credit Agreement to (i) extend the maturity date of the Term Loan Credit Agreement to April 7, 2025, (ii) allow for interest to be paid in kind until September 2, 2024, (iii) amend the 1.50% anniversary fee to recur on June 7 of each year that the Term Loan Credit Agreement remains outstanding, with 2024 fee deferred to the earlier of September 2, 2024 and the Termination Date (as defined in the Term Loan Credit Agreement) and (iv) amend certain negative and affirmative covenants and add certain additional covenants.