BOOKS A MILLION INC
FOURTH AMENDMENT TO CREDIT AGREEMENT
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<TYPE>EX-10.18
<SEQUENCE>3
<FILENAME>g68604ex10-18.txt
<DESCRIPTION>FOURTH AMENDMENT TO CREDIT AGREEMENT
<TEXT>

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                                                                   EXHIBIT 10.18




























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                      FOURTH AMENDMENT TO CREDIT AGREEMENT


         THIS FOURTH AMENDMENT TO CREDIT AGREEMENT dated as of September 25,
2000 ("this Amendment") is entered into by BOOKS-A-MILLION, INC., a Delaware
corporation ("BAM"), AMERICAN WHOLESALE BOOK COMPANY, INC., an Alabama
corporation ("AWBC"; BAM and AWBC are sometimes together referred to as the
"Borrowers"), AMSOUTH BANK, an Alabama banking corporation formerly known as
AmSouth Bank of Alabama ("AmSouth"), SUNTRUST BANK, ATLANTA, a Georgia banking
corporation, BANK OF AMERICA, N.A., a national banking association, and
SOUTHTRUST BANK, an Alabama banking corporation (collectively, the "Lenders"),
and AMSOUTH BANK, an Alabama banking corporation formerly known as AmSouth Bank
of Alabama, as agent for the Lenders (the "Agent").


                                    RECITALS

         A.       The Borrowers, the Agent and the Lenders are parties to that
certain Credit Agreement dated October 27, 1995 as amended by a First Amendment
thereto dated June 4, 1997, a Second Amendment thereto dated June 19, 1998 and a
Third Amendment thereto dated as of June 18, 1999 (collectively, the
"Agreement") pursuant to which the Lenders have made available to the Borrowers
a revolving credit facility in an aggregate principal amount outstanding not to
exceed $90,000,000, the proceeds of which are to be used by the Borrowers for
general corporate purposes.

         B.       The Borrowers have requested the Lenders and the Agent amend
the Agreement, as hereinafter set forth.

         C.       The Lenders and the Agent are willing to make such amendment
only if, among other things, the Borrowers enter into this Amendment.


                                    AGREEMENT

         NOW, THEREFORE, in consideration of the foregoing Recitals, the
Borrowers, the Lenders and the Agent hereby agree as follows:

         1.       Capitalized terms used in this Amendment and not otherwise
defined herein have the respective meanings attributed thereto in the Agreement.


         2.       The defined term "Cash Management Line of Credit" set forth in
Article I of the Agreement is hereby amended to read, in its entirety, as
follows:


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                  "Cash Management Line of Credit shall mean that certain line
         of credit in the maximum principal amount of $15,000,000 made available
         by AmSouth, as lender, to the Borrowers pursuant to a Short-Term Credit
         Agreement dated as of October 27, 1995, as amended by a certain First
         Amendment thereto dated November 1, 1996, by a Second Amendment thereto
         dated June 4, 1997, by a Third Amendment thereto dated June 3, 1998 and
         by a Fourth Amendment thereto dated September 25, 2000, with a maturity
         date of May 30, 2001, as the same may be renewed or extended from time
         to time hereafter."

         3.       The defined term "Assumption Agreement" is hereby added to
Article I of the Agreement and shall read as follows:

                  "Assumption Agreement shall have the meaning attributed to
         that term in Section 2.1(i)."

         4.       The defined term "Borrowers" set forth in Article I of the
Agreement is hereby amended to read, in its entirety, as follows:

                  "Borrowers shall mean BAM, AWBC and all other entities that
         hereafter become Participating Entities."

         5.       The defined term "Participating Entity" is hereby added to
Article I of the Agreement and shall read as follows:

                  "Participating Entity shall mean any Subsidiary that hereafter
         executes and delivers to the Agent an Assumption Agreement and all of
         the documents necessary to assume joint and several liability as to the
         Credit Obligations."

         6.       Section 2.1 of the Agreement is hereby amended to add at the
end thereof the following subparagraph (i):

                  "(i)     each person that is to become after the date of this
         Amendment a Participating Entity shall, at the time it is to become a
         Participating Entity, execute and deliver to the Agent, in accordance
         with the provisions of Section 7.13, an Assumption Agreement in the
         form attached hereto as Schedule 2.1 ("Assumption Agreement")."

         7.       The references in Sections 2.1, 3.2, 5.9 and 10.15 of the
Agreement to the term "AWBC" shall be amended to read "AWBC and each
Participating Entity".

         8.       Article 6 of the Agreement is hereby amended to add at the end
thereof the following Section 6.4:

                  "SECTION 6.4 ADDITIONAL SUPPORTING DOCUMENTS. The Agent shall
         also have received on or before any date after the Closing Date on
         which a person


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         becomes a Participating Entity (i) a copy of resolutions of the Board
         of Directors and, if necessary, the shareholders, partners or members
         of such person certified as in full force and effect on the date
         thereof by the Secretary or Assistant Secretary of such person,
         authorizing such person's execution, delivery and performance of, the
         Loan Documents and all other agreements and instruments that this
         Agreement requires to be executed, delivered and performed by such
         person; (ii) a copy of the organizational documents of such person,
         certified as true and correct on and as of the date on which Loan
         Documents are executed and delivered by such person; (iii) certificates
         of good standing with respect to such person from the appropriate
         Governmental Authorities in the jurisdiction under the laws of which
         such person is incorporated or formed; (iv) an Opinion of Counsel to
         such person consistent with the form of the Opinions of Counsel to the
         Borrowers delivered pursuant to Section 6.3 (with such changes therein
         as are appropriate in the circumstances) as to the execution and
         delivery by such person of the Loan Documents and other matters related
         thereto; (v) fully executed copies of all Loan Documents that this
         Agreement requires to be executed or delivered (or both) by such person
         (including a fully executed Assumption Agreement); and (vi) such
         additional supporting documents as the Agent or its counsel may
         reasonably request."

         9.       Article 7 of the Agreement is hereby amended to add at the end
thereof the following Section 7.13:

                  "SECTION 7.13 CREATION OR ACQUISITION OF SUBSIDIARIES. The
         Borrowers may from time to time create or acquire new Subsidiaries in
         accordance with this Agreement, provided that promptly (and in any
         event within fifteen (15) Business Days) after the creation or direct
         or indirect acquisition by any Borrower of any such new Subsidiary,
         such new Subsidiary will execute and deliver to the Agent an Assumption
         Agreement and all other documents necessary to cause it to become
         jointly and severally liable for all the Credit Obligations (subject to
         the limitations provided in the Assumption Agreement)."

         10.      Notwithstanding the execution of this Amendment, all of the
indebtedness evidenced by each of the Notes shall remain in full force and
effect, as modified hereby, and nothing contained in this Amendment shall be
construed to constitute a novation of the indebtedness evidenced by any of the
Notes or to release, satisfy, discharge, terminate or otherwise affect or impair
in any manner whatsoever (a) the validity or enforceability of the indebtedness
evidenced by any of the Notes; (b) the liens, security interests, assignments
and conveyances effected by the Agreement or the Loan Documents, or the priority
thereof; (c) the liability of any maker, endorser, surety, guarantor or other
person that may now or hereafter be liable under or on account of any of the
Notes or the Agreement or the Loan Documents; or (d) any other security or
instrument now or hereafter held by the Agent or the Lenders as security for or
as evidence of any of the above-described indebtedness.


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         11.      All references in the Loan Documents to "Credit Agreement"
shall refer to the Agreement as amended by this Amendment, and as the Agreement
may be further amended from time to time.

         12.      The Borrowers hereby certify that the organizational documents
of the Borrowers have not been amended since June 18, 1999.

         13.      The Borrowers hereby represent and warrant to the Agent and
the Lenders that all representations and warranties contained in the Agreement
are true and correct as of the date hereof; and the Borrowers hereby certify
that no Event of Default nor any event that, upon notice or lapse of time or
both, would constitute an Event of Default, has occurred and is continuing.

         14.      Except as hereby amended, the Agreement shall remain in full
force and effect as written. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which when
taken together shall constitute one and the same instrument. The covenants and
agreements contained in this Amendment shall apply to and inure to the benefit
of and be binding upon the parties hereto and their respective successors and
permitted assigns.

         15.      Nothing contained herein shall be construed as a waiver,
acknowledgment or consent to any breach of or Event of Default under the
Agreement and the Loan Documents not specifically mentioned herein.

         16.      This Amendment shall be governed by the laws of the State of
Alabama.


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         IN WITNESS WHEREOF, each of the Borrowers, the Lenders and the Agent
has caused this Amendment to be executed and delivered by its duly authorized
corporate officer as of the day and year first above written.


                                     BOOKS-A-MILLION, INC.


                                     By:    /s/ Sandra B. Cochran
                                         --------------------------------------
                                           Its  President



                                     AMERICAN WHOLESALE BOOK COMPANY, INC.


                                     By:    /s/ Sandra B. Cochran
                                         --------------------------------------
                                           Its  President


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                                    AMSOUTH BANK


                                    By:    /s/ David A. Simmons
                                        ----------------------------------------
                                          Its Senior Vice President



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                                    SUNTRUST BANK, ATLANTA


                                    By:    /s/ David Edge
                                        ----------------------------------------
                                          Its  Vice President



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                                    BANK OF AMERICA, N.A.


                                    By:    /s/ David B. Jackson
                                        ----------------------------------------
                                          Its:  Vice President



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                                    SOUTHTRUST BANK


                                    By:    /s/ Austin Davis
                                        ----------------------------------------
                                          Its:  Commercial Loan Officer



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                                    AMSOUTH BANK, as Agent


                                    By:    /s/ David A. Simmons
                                        ----------------------------------------
                                          Its Senior Vice President



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