exv10w40






Exhibit 10.40









Brand Licence Deed




Borders Properties, Inc.




Spine NewCo Pty Limited




Baker & McKenzie

Solicitors

Level 27, AMP Centre

50 Bridge Street

SYDNEY NSW 2000

Tel: (02) 9225-0200

Fax: (02) 9225-1595





 









 








DATE:




PARTIES:





	(1)	 	BORDERS PROPERTIES, INC., a company incorporated in the State of Delaware, USA and having its
principal place of business at 100 Phoenix Drive, Ann Arbor, MI 48108, USA (“Licensor”); and
	 
	(2)	 	SPINE NEWCO PTY LIMITED, a company incorporated under the laws of Australia ACN 127 667 314
and having its registered office at Level 31, 126 Phillip Street, Sydney, NSW 2000
(“Licensee”).





RECITALS:





	(A)	 	Licensor is the registered proprietor of, or has the right to license and/or sub-license, the
Trade Marks (as defined below).
	 
	(B)	 	Licensor has agreed to license Licensee to use the Trade Marks on the terms of this Deed.
	 
	(C)	 	Licensor has registered the Domain Names (as defined below) and holds all right, title and
interest in and to the registration of such Domain Names.
	 
	(D)	 	Licensor has agreed to provide a licence to Licensee to make use of the Domain Names on the
terms set out in this Deed.





TERMS AGREED:





	1.	 	DEFINITIONS AND INTERPRETATION






	1.1	 	Definitions:
	 
	 	 	In this Deed, where the context so admits, the following words and expressions shall have
the following meanings:





	 	 	 
	“ARW”

	 	has the same meaning as in the Purchasing Agreement;
	 
	 	 
	“Borders Australia”

	 	Borders Australia Pty Limited (ABN 31 082 194 287), a
company incorporated under the laws of Australia and
having its registered office c/o Baker & McKenzie, Level
27, AMP Centre, 50 Bridge Street, Sydney NSW 2000;
	 
	 	 
	“Borders NZ”

	 	Borders New Zealand Limited Company No. 944114, a company
incorporated under the laws of New Zealand and having its
registered office c/o Minter Ellison Rudd Watts, Lumley
Centre, 88 Shortland Street, Auckland, New Zealand;
	 
	 	 
	“Borders Singapore”

	 	Borders Pte. Ltd, a company incorporated under the laws
of Singapore with registered number 19970517Z and having
its registered office at 60B Martin Road, 02 08B
Singapore Trademart 239067;






 









 





	 	 	 
	“Borders Store”

	 	a distinctive retail store in the Territory which sells
Goods and Services under the Trade Marks;
	 
	 	 
	“Breach of Duty”

	 	the breach of any (i) obligation arising from the express
or implied terms of a contract to take reasonable care or
exercise reasonable skill in the performance of the
contract; or (ii) common law duty to take reasonable care
or exercise reasonable skill (but not any stricter duty);
	 
	 	 
	“Business Day”

	 	a day (excluding Saturday) on which the banks are
generally open for business in Ann Arbor, Michigan,
Sydney, Auckland and Singapore for the transaction of
normal banking business;
	 
	 	 
	“Competing Business”

	 	has the same meaning as in the Sale and Purchase
Agreement;
	 
	 	 
	“Confidential Information”

	 	in relation to either party, information (whether in
written, electronic or oral form) belonging or relating
to that party or, in the case of Licensor, belonging to a
member of Licensor’s Group, relating to its or their
business, affairs, activities, products or services which
is not in the public domain and which (i) either party
has marked as proprietary or confidential; (ii) either
party, orally or in writing, has advised the other party
is of a confidential nature; or (iii) due to its
character or nature, a reasonable person in a like
position to the recipient of such information under this
Deed, and under like circumstances, would treat as
confidential;
	 
	“Control”

	 	has the same meaning as in section 50AA of the
Corporations Act 2001 (Cth);
	 
	“Dispute”

	 	means a dispute, difference or question relating to this
Deed, including any dispute, difference or question
regarding the breach, termination, validity or subject
matter of this Deed or any claim whether in tort,
negligence, equity, under law or otherwise;
	 
	 	 
	“Domain Names”

	 	the domain names, short particulars of which are set out
in Schedule 4 to this Deed;
	 
	 	 
	“Effective Date”

	 	the date of this Deed;
	 
	 	 
	“Encumbrances”

	 	means any mortgage, charge, pledge, lien, encumbrance,
assignment, hypothecation, security interest, title
retention, preferential right, trust arrangement,
contractual right of set-off or any other security
agreement or arrangement in favour of any person;
	 
	“Goods ”

	 	the goods set out in Schedule 2 to this Deed for which
the Trade Marks are registered, including the provision
of these goods using the Domain Names or 






 









 






	 	 	 
	 

	 	corresponding
website address but specifically excluding the provision
of any goods via the Internet using any other domain name
or other electronic media;
	 
	 	 
	“Government Agency”

	 	means: (i) a government or government department or
other body; (ii) a governmental, semi-governmental or
judicial person; or (iii) a person (whether autonomous or
not) who is charged with the administration of a law;
	 
	 	 
	“Holding Company”

	 	has the meaning given to it in section 9 of the
Corporations Act 2001 (Cth).
	 
	 	 
	“Intra-Group Guarantees”

	 	has the same meaning as in the Sale and Purchase
Agreement;
	 
	 	 
	“Licensor’s Group”

	 	the group of companies comprising Licensor, any Holding
Company from time to time of Licensor and any Subsidiary
of Licensor or any such Holding Company and “member of
Licensor’s Group” shall be construed accordingly;
	 
	 	 
	“Provider Competing Business”

	 	means a business of selling or distributing books,
magazines, CDs, DVDs and similar products which is
controlled or operated by any of the following, one or more of their
Related Bodies Corporate or their successors or assigns:
	 
	 	 
	 

	 	(a)    Barnes & Noble, Inc;
	 
	 	 
	 

	 	(b)    Dymocks Holdings Pty Ltd;
	 
	 	 
	 

	 	(c)    Amazon.Com, Inc;
	 
	 	 
	 

	 	(d)    Books-a-Million Inc;
	 
	 	 
	 

	 	(e)    Fnac france;
	 
	 	 
	 

	 	(f)    Kinokuniya Company Ltd; and
	 
	 	 
	 

	 	(g)    Indigo Books & Music
Inc;.;
	 
	 	 
	“Purchasers”

	 	has the meaning given to it in the Sale and Purchase
Agreement;
	 
	 	 
	“Purchasing Agreement”

	 	has the same meaning as in the Sale and Purchase
Agreement;
	 
	 	 
	“Related Body Corporate”

	 	has the meaning in the Corporations Act 2001 (Cth).
	 
	 	 
	“Sale and Purchase Agreement”

	 	the agreement entered into between Borders Group, Inc.,
Borders Singapore and the Purchasers effecting the sale
of Borders Australia, Borders NZ and Borders Singapore;






 









 






	 	 	 
	“Seller’s Group”

	 	has the same meaning as in the Sale and Purchase
Agreement;
	 
	 	 
	“Services”

	 	the services set out in Schedule 2 to this Deed for which
the Trade Marks are registered, including the provision
of these services using the Domain Names or corresponding
website address but specifically excluding the provision
of any services via the Internet using any other domain
name or other electronic media;
	 
	 	 
	“Sub-Licensee”

	 	the beneficiary of any sub-license granted pursuant to
Clause 8.3;
	 
	 	 
	“Subsidiary”

	 	has the meaning given to it in section 9 of the
Corporations Act 2001 (Cth);
	 
	 	 
	“Tax”

	 	any value-added or goods and services tax, withholding
tax, charge (and associated penalty or interest), rate
duty or impost imposed by any Government Agency at any
time, but does not include any taxes on income or capital
gains;
	 
	 	 
	“Territory”

	 	Australia, New Zealand and Singapore;
	 
	 	 
	“Trade Marks”

	 	the trade marks short particulars of which are set out in
Schedule 1 to this Deed;
	 
	 	 
	“Transaction Document”

	 	has the same meaning as in the Sale and Purchase
Agreement;
	 
	 	 
	“Transition Services Agreement”

	 	the agreement entered between (amongst others) Borders International Services, Inc., Borders Australia, Borders
NZ, Borders Singapore and Licensee in relation to the
provision of certain services; and
	 
	 	 
	“Year”

	 	the period from the Effective Date to midnight on the
following 31 December, and any subsequent period of
twelve (12) months commencing the following 1 January or
any anniversary of that date while this Deed remains in
force (provided that the final Year of this Deed may be a
shorter period ending on the effective date of
termination of this Deed).







	1.2	 	In this Deed, unless the context otherwise requires:






	 	  (a)	 	a reference:






	 	(i)	 	to the singular includes the plural and the other way round;
	 
	 	(ii)	 	to a gender includes all genders;
	 
	 	(iii)	 	to a document (including this Deed) is a reference to that
document (including any Schedules and Annexures,) as amended, consolidated,
supplemented, novated or replaced;




 









 






	 	(iv)	 	to an agreement includes any deed, agreement or legally
enforceable arrangement or understanding whether written or not;
	 
	 	(v)	 	to parties means the parties to this Deed and to a party means
a party to this Deed;
	 
	 	(vi)	 	to a notice means all notices, approvals, demands, requests,
nominations or other communications given by one party to another under or in
connection with this Deed;
	 
	 	(vii)	 	to a person (including a party) includes:






	 	(A)	 	an individual, company, other body corporate,
association, partnership, firm, joint venture, trust or Government
Agency;
	 
	 	(B)	 	the person’s successors, permitted assigns,
substitutes, executors and administrators; and
	 
	 	(C)	 	a reference to the representative member of the
GST group to which the person belongs to the extent that the
representative member has assumed rights, entitlements, benefits,
obligations and liabilities which would remain with the person if the
person were not a member of a GST group;






	 	(viii)	 	to a law:






	 	(A)	 	includes a reference to any constitutional
provision, subordinate legislation, treaty, decree, convention,
statute, regulation, rule, ordinance, proclamation, by-law, judgment,
rule of common law or equity or rule of any applicable stock exchange;
and
	 
	 	(B)	 	is a reference to that law as amended,
consolidated, supplemented or replaced; and
	 
	 	(C)	 	is a reference to any regulation, rule,
ordinance, proclamation, by-law or judgment made under that law;






	 	(ix)	 	to proceedings includes litigation, arbitration, and
investigation;
	 
	 	(x)	 	to a judgement includes an order, injunction, decree,
determination or award of any court or tribunal;
	 
	 	(xi)	 	to time is a reference to Sydney or Ann Arbor, Michigan time;






	 	(b)	 	headings are for convenience only and are ignored in interpreting this Deed;
	 
	 	(c)	 	a warranty, representation, covenant or obligation given or entered into by
more than one person binds them jointly and severally;
	 
	 	(d)	 	if a period of time is specified and dates from, after or before, a given day
or the day of an act or event, it is to be calculated exclusive of that day;
	 
	 	(e)	 	if a payment or other act must (but for this clause) be made or done on a day
which is not a Business Day, then it must be made or done on the next Business Day;
	 
	 	(f)	 	the words “including” or “includes” mean “including but not limited to” or
“including without limitation”;




 









 






	 	  (g)	 	where a word or phrase is defined, its other grammatical forms have a
corresponding meaning;
	 
	 	  (h)	 	this Deed must not be construed adversely to a party solely because that party
was responsible for preparing it; and
	 
	 	  (i)	 	to $ or dollars are references to the lawful currency of the United States of
America at the date of this Agreement.






	2.	 	GRANT OF RIGHTS






	2.1	 	Subject to the terms and conditions of this Deed, Licensor grants to Licensee, with effect
from the Effective Date and without limit of period, an exclusive:






	 	  (a)	 	licence in the Territory to use and apply the Trade Marks on and in relation to
the sale of Goods and the provision of Services in Borders Stores, or using the Domain
Names or corresponding website address, including, without limitation, in connection
with the marketing, use, distribution, sale and disposal of the Goods and Services as
aforesaid. Such licence does not permit Licensee, and Licensee is prohibited, to use
and apply the Trade Marks on or in relation to the provision of any goods or services
via the Internet using any domain name or other electronic media save as aforesaid; and
	 
	 	  (b)	 	worldwide right to use the Domain Names in relation to the Goods and Services,
including, without limitation, in connection with the development, manufacture,
marketing, use, distribution, sale and disposal of the Goods and Services. The right
to use the Domain Names in this context means the right to use the Domain Names in any
manner whatsoever including the right to establish uniform resource locators for each
Domain Name, to display at such uniform resource locators such content relating to the
Goods and Services as Licensee shall determine in its absolute discretion and to
establish email addresses using the Domain Names.






	2.2	 	Licensee shall not actively solicit orders for the Goods and Services outside the Territory
but it shall not be prohibited from accepting any unsolicited orders for the Goods and
Services which it may receive from any other country.






	2.3	 	Licensor reserves the right itself to use and to license others to use the Trade Marks on or
in relation to goods or services (other than the Goods and Services) in the Territory without
recourse to Licensee provided that the other person does not constitute a Competing Business
(as that term is defined in the Sale and Purchase Agreement).






	2.4	 	Licensee shall at the request of Licensor pay any fees and costs necessary in connection with
the registration, maintenance and renewal of the Trade Marks and Domain Names in the Territory
(in respect of those Trade Marks and Domain Names which are registered or the subject of an
application for registration on the date of this Deed).






	2.5	 	In the event that any Trade Mark is capable of protection by registration, and is not already
the subject of an application or applications for registration in any country within the
Territory, Licensee shall on Licensor’s written request, at its own cost, be responsible for
the filing and prosecution of such applications in the name of Licensor and the maintenance
and renewal of any resulting Trade Mark registrations in such countries within the Territory
as it shall nominate. If and to the extent that Licensee does procure such Trade Mark
registrations in the name of Licensor, the rights granted to Licensee under this Clause 2
shall be deemed to include the right to use and apply the same subject to the terms of this
Deed.




 









 












	2.6	 	Subject to receiving the Internet Protocol addresses for Licensee’s domain name servers in
writing from Licensee within five (5) days of the Effective Date, Licensor agrees to amend, or
procure the amendment of, the registration for the Domain Names within fourteen (14) days of
the Effective Date so as to associate the Domain Names with the relevant domain name server
and to make such further amendments to the registration for the Domain Names as are necessary
from time to time in order to associate the Domain Names with any further or other domain name
servers notified to Licensor by Licensee at any time. Licensor agrees that any such further
amendments to the registration for any of the Domain Names shall be effected within fourteen
(14) days of such a request being made in writing by Licensee.






	2.7	 	Except to the extent expressly granted to Licensee in this Deed, Licensee will have none of
the powers conferred on authorised users of trade marks by section 26 of the Trade Marks Act
1995 (Cth).






	2.8	 	Licensee shall only use the BORDERS EXPRESS Trade Mark specified in Schedule 1 with the prior
consent of the Licensor (which consent shall not be unreasonably withheld) provided however
that no such consent shall be required in respect of Borders Stores that are similar in size
to the Borders Express stores operated by the Seller’s Group and comply with any guidelines in
respect of the BORDERS EXPRESS Trade Mark as specified by the Licensor.






	3.	 	LICENSEE OBLIGATIONS






	3.1	 	In addition to its obligations set out elsewhere in this Deed, Licensee shall during the term
of this Deed:






	 	  (a)	 	use the Trade Marks only in the form, colour, design, style and manner directed
or approved by Licensor in writing from time to time in accordance with this Deed, and
with appropriate legends as directed or approved by Licensor in writing clearly
identifying Licensor as the owner of the Trade Marks and indicating, in the form and
manner reasonably directed by Licensor, that the Trade Marks are used under licence
from Licensor;
	 
	 	  (b)	 	ensure that:






	 	(i)	 	all manufacturing, packaging, storage, marketing and supply
operations by which the Goods are manufactured, packaged, stored, marketed or
supplied under this Deed; and
	 
	 	(ii)	 	all of the Services that are marketed or supplied under this
Deed;






	 	 	 	are conducted to a standard consistent with good manufacturing, packaging, storage,
marketing and sales practice and in accordance with all applicable standards,
specifications and procedures as specified in Schedule 3 and/or as communicated by
Licensor in writing from time to time and provided that, subject to the terms of any
Transaction Document, nothing in this clause or this Deed will oblige the Licensee
to:






	 	(iii)	 	incur further expenses other than in the nature specified in
clauses 2.4, 3.2 and 3.3;
	 
	 	(iv)	 	seek the Licensor’s consent or approval prior to developing the
business of Borders Australia, Borders NZ or Borders Singapore (including
opening new stores) provided that the Licensee complies with clauses 3.2 and
3.3;
	 
	 	(v)	 	seek the Licensor’s consent or approval prior to sourcing or
selling the Goods and Services provided the Licensee complies with clause
3.1(i);




 









 






	 	(vi)	 	seek the Licensor’s consent or approval prior to any marketing
or promotions using the Trade Marks provided that the Licensee complies with
clause 3.1(i); or
	 
	 	(vii)	 	seek the Licensor’s consent or approval in connection with any
aspect of operating the business of Borders Australia, Borders NZ or Borders
Singapore provided that the Licensee complies with clauses 3.1(i), 3.2 and 3.3;






	 	(c)	 	at Licensee’s expense, provide Licensor, at its request, with samples of the
Goods. Without limitation, samples of the Goods proposed to be marketed or sold by
Licensee or any Sub-Licensee shall be submitted to Licensor for the Licensor’s records;
	 
	 	(d)	 	at Licensee’s expense, submit all proposed (whether by Licensee or any
Sub-Licensee) advertising copy and all other proposed promotional or marketing
materials regarding the Goods and Services and other materials featuring the Trade
Marks, including, without limitation, stationery, wrappings, packaging, point of
purchase materials, product catalogues and television commercials, to Licensor, at its
request, for its records and agrees to comply with clause 3.4;
	 
	 	(e)	 	not use the Trade Marks or Domain Names on or in relation to any other goods or
services;
	 
	 	(f)	 	not use on or in relation to any goods or services any mark or name deceptively
similar to, or substantially identical to, the Trade Marks;
	 
	 	(g)	 	except with respect to the Licensee’s Related Bodies Corporate’s trademarks,
logo, domain names or other proprietary or commercial name or designation, not, without
Licensor’s prior written consent, use or apply on or in relation to the Goods and
Services (including as or as part of a corporate, business or trading name) any other
trade mark, logo, domain name or other proprietary or commercial name or designation;
	 
	 	(h)	 	not make any representation or do any act which may be taken to indicate that
it has any right, title or interest in or to the ownership or use of any of the Trade
Marks or Domain Names other than under the terms of this Deed;
	 
	 	(i)	 	not do, cause or authorise to be done anything which will or may impair, damage
or be detrimental to the reputation or goodwill associated with Licensor or the Trade
Marks or Domain Names, which will or may adversely affect the value or validity of the
Trade Marks or Domain Names, which may bring the Trade Marks or Domain Names into
disrepute or which might jeopardise or invalidate any registration or application for
registration of the Trade Marks or Domain Names or Licensor’s title to the Trade Marks
or Domain Names (save that Licensor’s remedy for any challenge by Licensee to
Licensor’s ownership of the Trade Marks or Domain Names shall be as set out in Clause
9.2(g));
	 
	 	(j)	 	not register, in the Territory or elsewhere, the Domain Names, Trade Marks,
business names or any other trade mark, domain name or business name which is in
Licensor’s reasonable opinion substantially identical with, or deceptively similar to,
the Trade Marks or Domain Names or that constitutes any translation thereof into any
language spoken in the Territory;
	 
	 	(k)	 	upon Licensor’s request, provide all information or assistance, and execute any
instrument, that may be necessary or appropriate to register, maintain or renew the




 









 






	 	 	 	registration of the Trade Marks or Domain Names in Licensor’s (or its nominee’s)
name in the Territory, and shall keep Licensor regularly informed of any costs
incurred, or likely to be incurred, in connection with the same;
	 
	 	  (l)	 	indemnify Licensor and each member of Licensor’s Group and each of their
respective directors, officers and employees from and against any and all claims,
liabilities, proceedings, costs, damages, losses and expenses (including legal
expenses) incurred by any of them as a result of or in connection with (i) Licensee’s
performance of this Deed or the breach of any term of this Deed; (ii) the performance
by any Sub-Licensee of the relevant sub-licence granted pursuant to this Deed or the
breach of any term of such sub-licence; (iii) or any other negligent or wrongful act by
Licensee or any Sub-Licensee, or any of their respective directors, officers,
employees, agents or contractors; and
	 
	 	  (m)	 	use the Trade Marks in a minimum of fifteen (15) Borders Stores.






	3.2	 	The Licensee is required to comply with any direction from the Licensor in respect of new
branding of Borders Stores that are not yet open at the date of direction provided that the
Licensor;






	 	  (a)	 	also proposes to implement or implements such new branding in respect of all
new Borders branded stores to be opened outside the Territory after the date of
direction; and
	 
	 	  (b)	 	has consulted with the Licensee prior to the proposed implementation of new
branding contemplated in clause 3.2(a).






	3.3	 	The Licensee is required to comply with any direction from the Licensor in respect of
re-branding of Borders Stores existing at the date of direction provided that the Licensor:






	 	  (a)	 	has commenced the implementation of such re-branding in respect of at least 50%
of all Borders branded stores in the United States of America;
	 
	 	  (b)	 	has consulted with the Licensee prior to the proposed implementation of the
re-branding contemplated in clause 3.3(a); and
	 
	 	  (c)	 	is only required to implement any re-branding of Borders Stores over an
equivalent period of time as the Licensor has or has undertaken to implement the
re-branding contemplated in clause 3.3(a), and






	3.4	 	If the Licensor notifies the Licensee in writing that a particular use of the Trade Marks by
the Licensee (including in connection with Products, promotional or marketing materials) is
contrary to clause 3.1(i), then the Licensee must, as soon as practicable, cease that
particular usage of the Trade Marks.






	4.	 	PAYMENTS AND RECORDS






	4.1	 	All sums payable under this Deed:






	 	  (a)	 	are quoted exclusive of any Tax which shall be paid in addition upon the
provision by Licensor of a valid tax invoice; and
	 
	 	  (b)	 	shall be made in U.S. dollars to the credit of a bank account to be designated
in writing by Licensor.






	4.2	 	If Licensee fails to pay any sum due under this Deed by the due date, Licensor shall be
entitled to charge interest on that sum at the rate of 2% above the base lending rate from
time




 









 






	 	 	to time of Australia and New Zealand Banking Group Limited. Such interest shall accrue on a
daily basis and be compounded quarterly.






	4.3	 	Following the provision of reasonable notice by the Licensor to the Licensee, Licensee shall
permit Licensor by its duly authorised representatives once a Year, on a date and time (to be
during business hours) agreed between Licensor and Licensee to enter upon any premises where
the Goods are being manufactured, packaged or stored or from which the Services are being
provided and to have access to (including the right to review and take copies of) all relevant
books, records, accounts and other information necessary or appropriate to enable Licensor to
verify that Licensee is in due compliance with its obligations under this Deed, and comply
promptly with all instructions and directions issued by Licensor (or its representatives) on
the basis of such inspection to ensure such compliance. Such records shall, for the avoidance
of doubt, constitute Confidential Information of Licensee (or any Sub-Licensee, as
appropriate).






	4.4	 	If at any time an applicable law obliges Licensee to make a deduction or withholding in
respect of Taxes from a payment to Licensor under this Agreement, Licensee:






	 	  (a)	 	must notify Licensor in writing of the obligation promptly after Licensee
becomes aware of it;
	 
	 	  (b)	 	must ensure that the deduction or withholding does not exceed the minimum
amount required by law;
	 
	 	  (c)	 	must pay to the relevant Government Agency on time the full amount of the
deduction or withholding and promptly deliver to Licensor a copy of any receipt,
certificate or other proof of payment; and
	 
	 	  (d)	 	must pay to Licensor, at the time that the payment to Licensor is due, an
additional amount that ensures that, after the deduction or withholding is made,
Licensor receives a net sum equal to the sum that it would have received if the
deduction or withholding had not been made.






	5.	 	INTELLECTUAL PROPERTY RIGHTS






	5.1	 	Ownership






	 	  (a)	 	Licensor warrants that it is the registered owner of the Trade Marks and the
Domain Names listed in Schedules 1 and 4 and can, without breach of any relevant laws
or agreements to which it is a party, enter into, and perform, this Deed.
	 
	 	  (b)	 	Licensee acknowledges Licensor’s ownership of and/or right to license the Trade
Marks and the Domain Names, and acknowledges that Licensee’s use of the Trade Marks and
Domain Names pursuant to this Deed shall not give Licensee any right, title or interest
in or to the same, save the right to use the same as expressly permitted by this Deed.
Without limitation to the foregoing, Licensee acknowledges and agrees that all goodwill
in or associated with the Trade Marks and the Domain Names, including any goodwill
generated or arising by or through Licensee’s activities under this Deed, shall accrue
for the benefit of and shall belong exclusively to Licensor.






	5.2	 	Infringement of the Trade Marks and Domain Names






	 	  (a)	 	Licensee shall as soon as reasonably possible give written notice to Licensor
of any activity which amounts to an infringement of, challenge to or unauthorised use
of, any of the Trade Marks or Domain Names which shall come to its notice (including,
without limitation, any activity or proceedings commenced in which the ownership,




 









 






	 	 	 	validity or registration of any of the Trade Marks or Domain Names is called into
question) providing all details available to Licensee concerning such activity.
	 
	 	  (b)	 	Licensor shall have conduct of all legal proceedings relating to the Trade
Marks or Domain Names and shall in its sole discretion take any action as it thinks
fit, but shall not institute any action (including instituting or defending legal
proceedings) in respect of any infringement, challenge or unauthorised use of any of
the Trade Marks or Domain Names, where, in Licensor’s reasonable opinion, formed in
good faith and having regard to the interests of Licensee and all other relevant
circumstances, the infringement, challenge or unauthorised use does not materially
adversely affect Licensee’s exercise of the rights and licences granted under this
Deed. The Licensor must keep the Licensee informed of any action or, where reasonably
possible, proposed action to be taken by the Licensor as contemplated by this clause.
	 
	 	  (c)	 	Where Licensor takes any action in respect of the infringement of, challenge to
or unauthorised use of, any of the Trade Marks or Domain Names, Licensee acknowledges
that Licensor shall be solely responsible for the conduct of such action, including the
prosecution, defence or settlement of any legal proceedings, and Licensee shall make no
admission as to liability and shall not agree to any settlement or compromise of any
action or legal proceedings, and shall at Licensor’s expense (subject to Licensor’s
prior written approval of the same) give Licensor all such assistance as Licensor may
reasonably require in connection therewith. The Licensor must keep the Licensee
informed, to the extent reasonably possible or practicable, of the progress of any such
action or proceedings.
	 
	 	  (d)	 	Should Licensor, within twenty-one (21) days of becoming aware of the
infringement, decide not to take any action in respect of infringement of, challenge to
or unauthorised use of, any of the Trade Marks or Domain Names of which it is advised
by Licensee pursuant to Clause 5.2(a), it shall so notify Licensee in which event
Licensee shall be entitled, at its sole cost, to take such action (including
instituting or defending legal proceedings) as it thinks fit. Licensor shall, at
Licensee’s expense, give Licensee all such assistance as Licensee may reasonably
require in connection with such action and Licensee shall keep Licensor informed of any
progress in respect of the same and shall not make any admission as to liability or
agree to any settlement or compromise of any action or legal proceedings without
Licensor’s prior written consent not to be unreasonably withheld or delayed.






	6.	 	LIABILITY






	6.1	 	To the maximum extent permitted by law, this Clause 6 prevails over all other Clauses and
sets forth the entire liability of Licensor, and the sole and exclusive remedies of Licensee
in respect of the performance, non-performance, purported performance or delay in performance
of this Deed or otherwise in relation to this Deed or the entering into or performance of this
Deed.






	6.2	 	Nothing in this Deed shall exclude or limit either party’s liability: (i) for fraud or the
tort of deceit; (ii) for death or personal injury caused by its breach of duty; (iii) for any
other liability which cannot be excluded or limited by applicable law.






	6.3	 	Save as provided in Clause 6.2 and to the maximum extent permitted by law, Licensor shall not
have any liability for any loss of actual or anticipated profit (including loss of profits on
contracts), loss of the use of money, loss of anticipated savings, loss of opportunity, loss
of goodwill, loss of reputation or for any indirect or consequential loss or damage (whether
any such loss or damage was foreseen, foreseeable, known or otherwise) arising out of or
relating to this Deed or any collateral contract (including any liability expressly provided
for under




 









 






	 	 	this Deed or arising by reason of the invalidity or unenforceability of any term of this
Deed), whether such liability arises in contract, tort (including negligence) or otherwise.






	7.	 	CONFIDENTIALITY






	7.1	 	Each party shall maintain the confidentiality of the other party’s Confidential Information
and shall not, without the prior written consent of the other, use, disclose, copy or modify
the other party’s Confidential Information (or permit others to do so) other than as necessary
for the performance of its rights and obligations under this Deed.






	7.2	 	Each party undertakes to disclose the other party’s Confidential Information only to those of
its directors, officers, employees, agents and contractors to whom, and to the extent to
which, such disclosure is necessary for the performance of its rights and obligations under
this Deed and to procure that such persons are made aware of and agree in writing to observe
the obligations in this Clause 7.






	7.3	 	Each party shall give notice to the other of any unauthorised use or disclosure, or misuse,
theft or other loss, of the other party’s Confidential Information immediately upon becoming
aware of the same.






	7.4	 	The provisions of this Clause 7 shall not apply to information which:






	 	  (a)	 	is or comes into the public domain through no fault of the recipient, its
directors, officers, employees, agents or contractors;
	 
	 	  (b)	 	is lawfully received from a third party free of any obligation of confidence at
the time of its disclosure;
	 
	 	  (c)	 	was (demonstrably) independently developed by the recipient, its directors,
officers, employees, agents or contractors;
	 
	 	  (d)	 	is required by law, by court or governmental order to be disclosed provided
that, to the extent permitted by law, prior to any disclosure, the recipient notifies
the disclosing party and, at the disclosing party’s request and cost, assists the
disclosing party in opposing any such disclosure.






	7.5	 	The existence and terms of this Deed are confidential and may not be disclosed by either
party without the other party’s prior written consent.






	8.	 	ASSIGNMENT AND SUB-LICENSING






	8.1	 	Licensor may freely assign or otherwise transfer or deal with any or all of its rights or
obligations under this Deed without recourse to Licensee save that Licensor shall ensure that
any purchaser of the Trade Marks or Domain Names shall take an assignment of this Deed.






	8.2	 	Save as provided in clause 8.3 and 8.4, Licensee shall not assign, transfer, encumber or
otherwise deal with or transfer any of its rights or obligations under this Deed without the
prior written consent of Licensor.






	8.3	 	Licensee may sub-license to any of its Holding Companies, Subsidiaries or Subsidiaries of its
Holding Company any or all of the rights and licences granted to it under this Deed provided
that:






	 	  (a)	 	Licensee obtains prior written consent from Licensor which consent must not be
unreasonably withheld if:




 









 












	 	(i)	 	the Licensor is satisfied that the sub-licensee is a
respectable and financially responsible person; and
	 
	 	(ii)	 	the sub-licensee agrees to comply with the terms of this Deed
and agrees that the sub-licence will terminate immediately upon the
sub-licensee ceasing to be a Holding Company or Subsidiary of the Licensee;






	 	  (b)	 	the appointment of any sub-licensee is on terms which specifically afford to
Licensor no less protection of its proprietary interests than that afforded by the
terms of this Deed and which ensure that the scope of rights and licences granted to
sub-licensees does not exceed the scope of rights and licences granted to Licensee
under this Deed; and
	 
	 	  (c)	 	all such sub-licences shall include a term (i) requiring Licensee to notify
Licensor of any breach of the sub-licence by sub-licensee as soon as Licensee becomes
aware of the same; and (ii) permitting Licensee, at Licensor’s option, a right to
terminate or to assign the sub-licence to Licensor, on termination of this Deed.






	8.4	 	Notwithstanding any other provisions in this Deed, Licensee may sub-licence any or all of the
rights and licences granted to it under this Deed to Borders Australia, Borders NZ, Borders
Singapore and/or Spine Newco (NZ) Limited Company No. 2010994 as the owner of Borders NZ
without the consent of the Licensor and Licensor agrees that Spine Newco (NZ) Limited Company
No. 2010994, Borders NZ, Borders Australia and Borders Singapore shall have the benefit of the
rights and licences granted under this Deed as if they were the Licensee provided that the
Licensee procures the compliance by those parties with the terms of this Deed and agrees that
the sub-licence will terminate immediately upon any sub-licensee ceasing to be a Holding
Company or Subsidiary of the Licensee.






	8.5	 	Either party may grant to its financiers from time to time (or any security trustee on their
behalf) Encumbrances over their rights under this agreement.






	9.	 	TERM AND TERMINATION






	9.1	 	This Deed shall commence on the Effective Date and, unless earlier terminated in accordance
with this Clause 9, shall continue in full force and effect without limit of period.






	9.2	 	Licensor may terminate this Deed immediately at any time by written notice to Licensee if:






	 	  (a)	 	Licensee commits a material breach of this Deed (including any breach of its
payment obligations under this Deed) which is not remediable, or if remediable, it has
failed to remedy within thirty (30) days of receiving written notice requiring it to do
so;
	 
	 	  (b)	 	the Transition Services Agreement is terminated in accordance with Clauses 12.5
or 12.7 of that agreement;
	 
	 	  (c)	 	the Purchasing Agreement is terminated in accordance with Clause 13.2 or 13.4
of that agreement;
	 
	 	  (d)	 	the Sale and Purchase Agreement is terminated due to an uncured material breach
of that agreement;
	 
	 	  (e)	 	an obligation arises on the part of a member of the Seller’s Group to make
payment (which, for the avoidance of doubt, shall not include any payment made by a
member of the Seller’s Group in connection with the granting of a release of the
relevant member of the Seller’s Group from any Intra-Group Guarantee) under an
Intra-Group Guarantee provided that the Licensor may not terminate this Deed pursuant
to this




 









 






	 	 	 	clause 9.2(e) if relevant member of the Seller’s Group is paid by a Purchaser under
the indemnity in paragraph 2 of Schedule 3 to the Sale and Purchase Agreement;
	 
	 	  (f)	 	Licensee ceases to do business, becomes unable to pay its debts as they fall
due, becomes or is deemed insolvent, has a receiver, manager, administrator,
administrative receiver or similar officer appointed in respect of the whole or any
part of its assets or business, makes any composition or arrangement with its
creditors, takes or suffers any similar action in consequence of debt, an order or
resolution is made for its dissolution or liquidation (other than for the purpose of
solvent amalgamation or reconstruction), enters into liquidation whether compulsorily
or voluntarily or any equivalent or similar action or proceeding is taken or suffered
in any jurisdiction; or shall cease to carry on business.
	 
	 	  (g)	 	Licensee challenges or disputes the validity or ownership of, or takes any step
inconsistent with, any of the Trade Marks or Domain Names, including by taking any
action either directly or indirectly to oppose the renewal of or to cancel any
registration of the Trade Marks or Domain Names;
	 
	 	  (h)	 	Licensee ceases to use the Trade Marks or Domain Names in relation to the Goods
and Services in the Territory for a continuous period of twelve (12) months;
	 
	 	  (i)	 	Licensee acts in a manner which results in material damage to the reputation of
the Trade Marks or Domain Names;
	 
	 	  (j)	 	at any time there is a change in Control of any of Borders Australia, Borders
NZ, Borders Singapore, ARW or any Purchaser, other than as contemplated by any
Transaction Document or where:






	 	(i)	 	the relevant change of Control does not result in a Provider
Competing Business acquiring Control of any of Borders Australia, Borders NZ,
Borders Singapore, ARW or any Purchaser; or
	 
	 	(ii)	 	where the Provider has provided its prior written consent to
the change in Control (which consent must not be unreasonably withheld to the
extent the change of Control is not to a person referred to in paragraph (i)
above); or






	 	  (k)	 	a Provider Competing Business acquires (directly or indirectly) a legal or
beneficial interest of 20% or more in any of Borders Australia, Borders NZ, Borders
Singapore, ARW or any Purchaser without the Provider’s prior written consent;
	 
	 	  (l)	 	any Sub-Licensee either (i) does any act or fails to take any action where such
act or omission would constitute a material breach of this Deed if taken by, or was the
responsibility of (as appropriate), Licensee; or (ii) commits a material breach of its
sub-licence which is not remediable or, if remediable, Sub-Licensee has failed to
remedy within thirty (30) days of Licensee notifying Licensor of the relevant breach;
or
	 
	 	  (m)	 	the Trade Marks are used in less than fifteen (15) Borders Stores.






	9.3	 	Upon expiry or termination of this Deed for any reason:






	 	  (a)	 	all rights and licences granted to Licensee under this Deed shall within 90
days cease immediately, and Licensee shall, subject to the remainder of this Clause
9.3, cease all activities authorised by this Deed and Licensee shall not thereafter use
or apply any of the Domain Names or any of the Trade Marks or any marks or domain names




 









 






	 	 	 	which are, substantially identical with, or deceptively similar to, the Domain Names
or the Trade Marks and shall procure that any Sub-Licensee(s) do likewise;
	 
	 	(b)	 	Licensee shall ensure that all references to the Trade Marks or Domain Names on
its or its Sub-Licensee’s premises, vehicles, business documents or other documents or
materials of any nature are removed and shall remove any reference to the Trade Marks
in its company and/or trading name; and
	 
	 	(c)	 	Subject to clause 7.4, each party shall promptly return and procure the return
to the other party, or, at the other party’s direction, destroy, all property of the
other party (including without limitation, all Confidential Information) then in its
possession, custody or control and shall not retain any copies of the same.






	9.4	 	Termination of this Deed for any reason shall be without prejudice to any rights or remedies
available to, or any obligations or liabilities accrued to, either party at the effective date
of termination and shall not affect any sub-licences granted by Licensee pursuant to the terms
of this Deed.






	9.5	 	If any Trade Mark is not used in either New Zealand or Australia for a twelve month period,
the licence for that Trade Mark in the applicable country shall cease.






	10.	 	NOTICES






	10.1	 	Any notice, demand or other communication (“Notice”) to be given by one party to the other
party under this Deed shall be in writing and signed by or on behalf of the party giving it.
It shall be served by sending it by fax to the number set out in Clause 10.2 or delivering it
by hand, or sending it by pre-paid recorded delivery or special delivery, to the address set
out in Clause 10.2 and in each case marked for the attention of the relevant addressee set out
in Clause 10.2 (or as otherwise notified from time to time in accordance with the provisions
of this Clause 10). Any notice so served by hand, fax or post shall be deemed to have been
duly given:






	 	(a)	 	in the case of delivery by hand, when delivered;
	 
	 	(b)	 	in the case of fax, at the time of transmission;






	 	 	provided that in each case where delivery by hand or by fax occurs after 6pm on a Business
Day or on a day which is not a Business Day, service shall be deemed to occur at 9am on the
next following Business Day.
	 
	 	 	References to time in this clause are to local time in the country of the addressee.






	10.2	 	The address and fax numbers of the parties for the purpose of Clause 10.1 are as follows:





	 	 	 
	Licensor
	 	 
	 
	 	 
	Address:

	 	100 Phoenix Drive
	 

	 	Ann Arbor MI 48108
	 

	 	United States of America
	 
	 	 
	Fax:

	 	+1 734 477 1370
	 
	 	 
	For the attention of:

	 	General Counsel
	 
	 	 
	with a copy to:
	 	 
	Address:

	 	Baker & McKenzie
	 

	 	Level 27, 50 Bridge Street,






 









 






	 	 	 
	 
	 	Sydney NSW 2000
	Fax:
	 	+61 2 9225 1595
	 
	 	 
	For the attention of:

	 	Steven Glanz
	 
	 	 
	Licensee
	 	 
	 
	 	 
	Address:

	 	Level 14, 379 Collins Street
	 

	 	Melbourne VIC 3000
	 

	 	Australia
	 
	 	 
	Fax:

	 	+61 3 8623 1149
	 
	 	 
	For the attention of:

	 	the Managing Director
	 
	 	 
	With a copy to:

	 	Clayton Utz
	 
	 	 
	Address:

	 	Level 19, 1 O’Connell Street
	 

	 	Sydney NSW 2000
	 
	 	 
	Fax:

	 	+61 2 8220 6700
	 
	 	 
	For the attention of:

	 	Philip Kapp







	10.3	 	A party may notify the other party to this Deed of a change to its name, relevant addressee,
address or fax number for the purposes of this Clause 10 provided that, such notice shall only
be effective on:






	 	(a)	 	the date specified in the notice as the date on which the change is to take
place; or
	 
	 	(b)	 	if no date is specified or the date specified is less than five (5) Business
Days after the date on which notice is given, the date following five (5) Business Days
after notice of any change has been given.






	10.4	 	In proving such service it shall be sufficient to prove that the envelope containing such
notice was properly addressed and delivered either to the address shown thereon or that the
facsimile transmission was made and a facsimile confirmation report was received, as the case
may be.






	11.	 	NO PARTNERSHIP OR AGENCY
	 
	 	 	No provision of this Deed creates a partnership between the parties or makes a party the
agent of the other party for any purpose. A party has no authority to bind, to contract in
the name of or to create a liability for the other party in any way or for any purpose and
neither party shall hold itself out as having authority to do the same.






	12.	 	INVALID OR UNENFORCEABLE PROVISIONS






	12.1	 	If a provision of this Deed is invalid or unenforceable in a jurisdiction:






	 	(a)	 	it is to be read down or severed in that jurisdiction to the extent of the
invalidity or unenforceability; and




 









 












	 	(b)	 	it does not affect the validity or enforceability of:






	 	(i)	 	that provision in another jurisdiction; or






	 	(ii)	 	the remaining provisions.






	13.	 	WAIVER AND EXERCISE OF RIGHTS






	 	(a)	 	A waiver by a party of a provision or of a right under this Deed is binding on
the party granting the waiver only if it is given in writing and is signed by the party
or an officer of the party granting the waiver.
	 
	 	(b)	 	A waiver is effective only in the specific instance and for the specific
purpose for which it is given.
	 
	 	(c)	 	A single or partial exercise of a right by a party does not preclude another or
further exercise of that right or the exercise of another right.
	 
	 	(d)	 	Failure by a party to exercise or delay in exercising a right does not prevent
its exercise or operate as a waiver.






	14.	 	AMENDMENT






	14.1	 	This Deed may be amended only by a document signed by all parties.






	15.	 	COUNTERPARTS






	15.1	 	This Deed may be signed in counterparts and all counterparts taken together constitute one
document.






	16.	 	FURTHER ASSURANCES






	16.1	 	Each party must, at its own expense, whenever requested by another party, promptly do or
arrange for others to do everything reasonably necessary to give full effect to this Deed and
the transactions contemplated by this Deed.






	17.	 	ASSIGNMENT






	17.1	 	Subject to clause 17.2, a party must not transfer, assign, create an interest in or deal in
any other way with any of its rights under this Deed without the prior written consent of the
other parties.






	17.2	 	Either party may grant to its financiers from time to time (or any security trustee on their
behalf) Encumbrances over their respective rights under this Agreement.






	18.	 	ENTIRE AGREEMENT






	18.1	 	This Deed represents the whole and only agreement between the parties in relation to the
Trade Marks and the Domain Names and supersedes any previous agreement (whether written or
oral) between all or any of the parties in relation to the subject matter of any such document
save that nothing in this Deed shall exclude any liability for, or remedy in respect of,
fraudulent misrepresentation.






	19.	 	RIGHTS CUMULATIVE






	19.1	 	The rights, remedies and powers of the parties under this Deed are cumulative and not
exclusive of any rights, remedies or powers provided to the parties by law.




 









 












	20.	 	CONSENTS AND APPROVALS






	20.1	 	A party may give its approval or consent conditionally or unconditionally or withhold its
approval or consent in its absolute discretion unless this Deed expressly provides otherwise.






	21.	 	SERVICE OF PROCESS






	21.1	 	Each party agrees that a document required to be served in proceedings about this Deed may be
served:






	 	(a)	 	if originating process or a subpoena to be served on a company or registered
body by being sent by post to or left at its registered office, and in all other cases
at its address for service of notices under Clause 10; or
	 
	 	(b)	 	in any other way permitted by law.






	22.	 	CURRENCY CONVERSION






	22.1	 	For the purpose of converting amounts specified in one currency into another currency where
required, the rate of exchange to be used in converting amounts specified in one currency into
another currency shall be the New York closing rate for exchanges between those currencies
quoted in the Wall Street Journal for the nearest Business Day for which that rate is so
quoted prior to the date of the conversion.






	23.	 	GOVERNING LAW






	23.1	 	This Deed is governed by the laws of New South Wales, Australia.





Executed as a deed.




Signed for and on behalf of

Borders Properties Inc.

by its duly authorised representative




in the presence of:




	 	 	 	 	 
	 
	 

	 	 	 	 
	Signature of witness

	 	Signature of authorised representative
	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Name of witness (please print)

	 	Name of authorised representative	 	 
	 

	 	(please print)	 	 






	 	 	 	 	 
	Signed sealed and delivered for and on behalf of
Spine Newco Pty Limited ACN 127 667 314 by its
Attorney under a Power of Attorney dated 4 June
2008, and the Attorney declares that the Attorney
has not received any notice of the revocation of
such Power of Attorney, in the presence of:

	 	 
	 	 
	 

	 	 	 	 





 









 






	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature of Attorney	 	 
	 
	 	 	 	 
	 
	 

	 	 	 	 
	Signature of Witness

	 	Name of Attorney in full
	 	 
	 
	 	 	 	 
	 
	 

Name of Witness in full

	 	 	 	 






 









 






SCHEDULE 1



THE TRADE MARKS




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Country	 	Mark	 	Class	 	 	Reg No.	 	 	Renewal Date
	Australia

	 	BORDERS
	 	 	42	 	 	 	613578	 	 	13/10/13
	 
	Australia

	 	BORDERS
	 	 	42	 	 	 	706042	 	 	09/04/16
	 
	Australia

	 	BORDERS EXPRESS
	 	 	35	 	 	 	1094083	 	 	10/01/16
	 
	Australia

	 	BORDERS OUTLET
	 	 	35	 	 	 	1094082	 	 	10/01/16
	 
	Australia

	 	BORDERS REWARDS
	 	 	35	 	 	 	1112963	 	 	10/05/16
	 
	New Zealand

	 	BORDERS
	 	 	42	 	 	 	230795	 	 	06/10/14
	 
	New Zealand

	 	BORDERS
	 	 	38	 	 	 	260777	 	 	10/04/17
	 
	New Zealand

	 	BORDERS REWARDS
	 	 	35	 	 	 	747673	 	 	09/11/15
	 
	Singapore

	 	BORDERS
	 	 	16	 	 	 	B801593	 	 	14/10/13
	 
	Singapore

	 	BORDERS
	 	 	9	 	 	 	801493	 	 	14/10/13
	 
	Singapore

	 	BORDERS
	 	 	42	 	 	 	3960/96	 	 	20/04/16
	 
	Singapore

	 	BORDERS
	 	 	35	 	 	 	T99/00633G	 	 	25/01/09
	 
	Singapore

	 	BORDERS
	 	 	42	 	 	 	T99/01339B	 	 	13/02/09






 









 






SCHEDULE 2




GOODS AND SERVICES





	A.	 	Services:




Retail book services, including the retailing of books, magazines, calendars, stationery,
pre-recorded books and newspapers; pre-recorded music in various forms, DVDs, video cassettes,
pre-recorded video in various forms and multimedia and ancillary book search services;



Retail music services, including the retail of pre-recorded music in various forms such as audio
tapes and CDs;



Retail record store services, including the retail of pre-recorded video tape and DVDs;



Retail mail order services, including books, magazines, calendars, stationery, pre-recorded books,
CD-ROMS, pre-recorded video tapes, DVDs, pre-recorded music and records through catalogues and
newsletters;




Dine-in and carry-out restaurant services; and




Frequent patron programs.





	B.	 	Goods





Music-related products




Tote bags




Electronic gift cards




 









 





SCHEDULE 3




LICENSOR’S CRITERIA




 









 





SCHEDULE 4




THE DOMAIN NAMES




	 	 	 
	Country	 	Domain Name
	Australia
	 	borderstores.com.au

	 
	 	 

	Australia
	 	borders.com.au

	 
	 	 

	Australia
	 	bordersexpressaustralia.com.au

	 
	 	 

	Australia
	 	bordersaustralia.com.au

	 
	 	 

	Australia
	 	bordersgiftcentre.com.au

	 
	 	 

	Australia
	 	bordersrewards.com.au

	 
	 	 

	Australia
	 	bordersnewzealand.com.au

	 
	 	 

	New Zealand
	 	borders.co.nz

	 
	 	 

	New Zealand
	 	bordersexpress.co.au

	 
	 	 

	New Zealand
	 	bordersexpressnz.co.nz

	 
	 	 

	New Zealand
	 	giftcentre.co.nz

	 
	 	 

	New Zealand
	 	bordersrewards.co.nz

	 
	 	 

	Singapore
	 	borders.sg

	 
	 	 

	Singapore
	 	borders.com.sg

	 
	 	 

	Singapore
	 	bordersrewards.sg

	 
	 	 

	Singapore
	 	bordersrewards.com.sg

	 
	 	 

	Singapore
	 	bordersstores.com.sg