<PAGE>
                                                                   EXHIBIT 10.44

                                                                  EXECUTION COPY

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                                 LOAN AGREEMENT


                           Dated as of June 21, 2002


                                     among


                         ATLANTIC FINANCIAL GROUP, LTD.
                            as Lessor and Borrower,


                    the financial institutions party hereto,


                                   as Lenders



                                      and


                                 SUNTRUST BANK,
                                    as Agent



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                                TABLE OF CONTENTS


<Table>
<Caption>
                                                                            Page
<S>       <C>                                                               <C>
SECTION 1 DEFINITIONS; INTERPRETATION .........................................1

SECTION 2 AMOUNT AND TERMS OF COMMITMENTS; REPAYMENT AND
          PREPAYMENT OF LOANS .................................................1
     SECTION 2.1 Commitment ...................................................1
     SECTION 2.2 Notes ........................................................2
     SECTION 2.3 Scheduled Principal Repayment ................................2
     SECTION 2.4 Interest .....................................................2
     SECTION 2.5 Allocation of Loans to Leased Properties .....................3
     SECTION 2.6 Prepayment ...................................................3

SECTION 3 RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN
          PAYMENTS IN RESPECT OF LEASE AND LEASED PROPERTY ....................3

SECTION 4 THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE ........................3
     SECTION 4.1 Covenant of Lessor ...........................................3
     SECTION 4.2 Lessor Obligations Nonrecourse; Payment from Certain Lease
                 Obligations and Certain Proceeds of Leased Property Only .....4
     SECTION 4.3 Exercise of Remedies Under the Lease .........................4

SECTION 5 LOAN EVENTS OF DEFAULT; REMEDIES ....................................5
     SECTION 5.1 Loan Events of Default .......................................5
     SECTION 5.2 Remedies .....................................................6

SECTION 6 THE AGENT ...........................................................7
     SECTION 6.1 Appointment ..................................................7
     SECTION 6.2 Delegation of Duties .........................................7
     SECTION 6.3 Exculpatory Provisions .......................................7
     SECTION 6.4 Reliance by Agent ............................................8
     SECTION 6.5 Notice of Default ............................................8
     SECTION 6.6 Non-Reliance on Agent and Other Lenders ......................9
     SECTION 6.7 Indemnification ..............................................9
     SECTION 6.8 Agent in Its Individual Capacity ............................10
     SECTION 6.9 Successor Agent .............................................10

SECTION 7 MISCELLANEOUS ......................................................10
     SECTION 7.1 Documentary Conventions .....................................10
     SECTION 7.2 No Waiver; Cumulative Remedies ..............................10
     SECTION 7.3 Successors and Assigns ......................................10
     SECTION 7.4 Survival and Termination of Agreement .......................11

                                    EXHIBITS
EXHIBIT A-1 Form of A Note
EXHIBIT A-2 Form of B Note
</Table>




<PAGE>


         THIS LOAN AGREEMENT (as it may be amended or modified from time to time
in accordance with the provisions hereof, this "Loan Agreement") dated as of
June 21, 2002 is among ATLANTIC FINANCIAL GROUP, LTD., a Texas limited
partnership, as lessor and borrower (the "Lessor"); SUNTRUST BANK and the other
financial institutions which are, or may from time to time become, parties
hereto as lenders (the "Lenders") and SUNTRUST BANK, a Georgia banking
corporation, as agent for the Lenders (in such capacity, the "Agent").

                             PRELIMINARY STATEMENT

         In accordance with the terms and provisions of the Master Agreement,
the Lease, this Loan Agreement and the other Operative Documents, (i) the Lessor
contemplates acquiring the Leased Properties and leasing the Leased Properties
to the Lessees, (ii) Borders as Construction Agent for the Lessor, wishes, in
certain instances, to construct Buildings on the Land for the Lessor and, when
completed, to lease the Buildings, or to cause the Buildings to be leased, from
the Lessor as part of the Leased Properties under the Lease, (iii) Borders
wishes to obtain, and the Lessor is willing to provide, funding for the
acquisition of the Land and any Buildings thereon and, in certain instances, the
construction of the Buildings, and (iv) the Lessor wishes to obtain, and the
Lenders are willing to provide, financing of a portion of the funding for the
acquisition of the Land and any Buildings thereon and, if applicable, the
construction of the Buildings.

         In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

         SECTION 1 DEFINITIONS; INTERPRETATION

         Capitalized terms used and not defined herein shall have the meanings
assigned thereto in Appendix A to the Master Agreement dated as of June 21, 2002
(as amended, or supplemented or otherwise modified from time to time, the
"Master Agreement"), among Borders Group, Inc., ("BGI"), and certain
Subsidiaries of BGI, as Guarantors, Borders, Inc., and certain other
Subsidiaries of BGI that may become party thereto, as Lessees, the Lessor, the
Lenders, Fleet National Bank, as Co-Arranger and Syndication Agent, and SunTrust
Bank, as Co-Arranger, Documentation Agent and Agent; and the rules of
interpretation set forth in such Appendix A shall apply to this Loan Agreement.

         SECTION 2 AMOUNT AND TERMS OF COMMITMENTS; REPAYMENT AND PREPAYMENT OF
LOANS

         SECTION 2.1 Commitment. (a) Subject to the terms and conditions hereof
and of the Master Agreement, each Lender agrees to make term loans to the Lessor
("Loans") from time to time during the period from and including the Initial
Closing Date through the Funding Termination Date, on each Closing Date and on
each subsequent Funding Date, in the amounts required under Section 2.2 of the
Master Agreement. Each such Loan shall consist of an A Loan in the amount of
such Lender's pro rata share of the A Percentage of the aggregate amount to be


<PAGE>


funded by the Funding Parties on such date and a B Loan in the amount of such
Lender's pro rata share of the B Percentage of the aggregate amount to be funded
by the Funding Parties on such date.

         SECTION 2.2 Notes. The A Loans made by each Lender to the Lessor shall
be evidenced by a note of the Lessor (an "A Note"), substantially in the form of
Exhibit A-1 with appropriate insertions, and the B Loans made by each Lender to
the Lessor shall be evidenced by a note of the Lessor (a "B Note") substantially
in the form of Exhibit A-2 with appropriate insertions, each duly executed by
the Lessor and payable to the order of the Agent, on behalf of the Lenders, and
in a principal amount equal to the A Percentage of the aggregate Maximum
Commitments and the B Percentage of the aggregate Maximum Commitments,
respectively (or, if less, the aggregate unpaid principal amount of all A Loans
or B Loans, as the case may be, made by the Lenders to the Lessor). The Notes
shall be dated the Initial Closing Date and delivered to the Agent in accordance
with Section 3.2 of the Master Agreement. The Agent is hereby authorized to
record the date and amount of each Loan made by each Lender to the Lessor on the
Notes or in its records, and each Lender is hereby authorized to record the date
and amount of each Loan made by such Lender to the Lessor in its records, but
the failure by the Agent or any Lender to so record such Loan shall not affect
or impair any obligations with respect thereto. Each Note shall (i) be stated to
mature no later than the final Lease Termination Date and (ii) bear interest
from the date a Loan is made on the unpaid principal amount thereof from time to
time outstanding at the applicable interest rate per annum determined as
provided in, and payable as specified in, Section 2.4. Upon the occurrence of an
Event of Default under clause (k) or (l) of Article XII of the Lease, or upon
Acceleration as described in Section 4.3(b) hereof, each Note shall
automatically become due and payable in full.

         SECTION 2.3 Scheduled Principal Repayment. On the Lease Termination
Date, the Lessor shall pay the aggregate unpaid principal amount of all Loans as
of such date.

         SECTION 2.4 Interest. (a) Each Loan related to a LIBOR Advance shall
bear interest during each Rent Period at a rate equal to the sum of (i) the
Adjusted LIBO Rate for such Rent Period, computed using the actual number of
days elapsed and a 360 day year, plus (ii) the Applicable Margin per annum,
computed on a daily basis for each day during such Rent Period. Each Loan
related to a Base Rate Advance shall bear interest at a rate equal to the Base
Rate in effect from time to time, computed using the actual number of days
elapsed and a 360 day year, computed on a daily basis for each day during such
Rent Period.

         (b) If all or a portion of the principal amount of or interest on the
Loans shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall, without limiting the
rights of the Lenders under Section 5, bear interest at the Overdue Rate, in
each case from the date of nonpayment until paid in full (after as well as
before judgment).


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         (c) Interest accruing on each Loan with respect to any Leased Property
during the Construction Term of such Leased Property shall, if requested
pursuant to and subject to the limitations set forth in Section 2.3(c) of the
Master Agreement, be added to the principal amount of such Loan from time to
time. Following the date each Loan is made (or in the case of Loans with respect
to a Construction Land Interest, the Construction Term Expiration Date),
interest on such Loan shall be payable in arrears on each Payment Date with
respect thereto.

         (d) Any change in the interest rate on the Loans resulting from a
change in the Base Rate shall become effective as of the opening of business on
the day on which such Base Rate changes as provided in the definition thereof.

         SECTION 2.5 Allocation of Loans to Leased Properties. Pursuant to each
Funding Request, each Loan shall be allocated to the Leased Property, the cost
of acquisition or construction of which the proceeds of such Loan are used to
pay. For purposes of the Operative Documents, the "related Loans" with respect
to any Leased Property or Loans "related to" any Leased Property shall mean
those Loans allocated to such Leased Property as set forth in the foregoing
sentence.

         SECTION 2.6 Prepayment. Except in conjunction with a payment by a
Lessee or the Construction Agent of the Lease Balance, a Construction Failure
Payment or a Leased Property Balance pursuant to the terms of the Lease or the
Construction Agency Agreement, the Lessor shall have no right to prepay the
Loans.

         SECTION 3 RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS IN
RESPECT OF LEASE AND LEASED PROPERTY.

         Payments of Rent, other payments made pursuant to the Operative
Documents and proceeds of the Leased Properties shall be distributed as set
forth in Article VI of the Master Agreement.

         SECTION 4 THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE

         SECTION 4.1 Covenant of Lessor. So long as any Lender's Commitment
remains in effect, any Loan remains outstanding and unpaid or any other amount
is owing to any Lender with respect to its Funding Party Balances, subject to
Section 4.2, the Lessor will promptly pay all amounts payable by it under this
Loan Agreement and the Notes issued by it in accordance with the terms hereof
and thereof and shall duly perform each of its obligations under this Loan
Agreement and the Notes. The Lessor agrees to provide to the Agent a copy of
each estoppel certificate that the Lessor proposes to deliver pursuant to
Section 17.6 of the Lease at least five (5) days prior to such delivery and to
make any corrections thereto reasonably requested by the Agent prior to such
delivery. The Lessor shall keep each Leased Property owned by it free and clear
of all Lessor Liens. In the event that the Construction Agent returns any Leased
Property to the Lessor pursuant to Section 5.4 of the Construction Agency
Agreement, unless all of the


                                       3
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related Loans are paid in full, the Lessor agrees to take such action as the
Required Lenders reasonably request to complete the Construction, or to effect a
sale or other disposition, of such Leased Property, provided that the Lessor
shall not be required to expend its own funds in connection therewith.

         SECTION 4.2 Lessor Obligations Nonrecourse; Payment from Certain Lease
Obligations and Certain Proceeds of Leased Property Only. All payments to be
made by the Lessor in respect of the Loans, the Notes and this Loan Agreement
shall be made only from certain payments received under the Lease, the Guaranty
Agreement and the Construction Agency Agreement, proceeds from the foreclosure
on any collateral granted under the Operative Documents and certain proceeds of
the Leased Properties and only to the extent that the Lessor or the Agent shall
have received sufficient payments from such sources to make payments in respect
of the Loans in accordance with Section 3. Each Lender agrees that it will look
solely to such sources of payments to the extent available for distribution to
such Lender as herein provided and that neither the Lessor nor the Agent is or
shall be personally liable to any Lender for any amount payable hereunder or
under any Note. Nothing in this Loan Agreement, the Notes or any other Operative
Document shall be construed as creating any liability (other than for willful
misconduct or gross negligence) of the Lessor individually to pay any sum or to
perform any covenant, either express or implied, in this Loan Agreement, the
Notes or any other Operative Documents (all such liability, if any, being
expressly waived by each Lender) and that each Lender, on behalf of itself and
its successors and assigns, agrees in the case of any liability of the Lessor
hereunder or thereunder (except for such liability attributable to its willful
misconduct or gross negligence) that it will look solely to those certain
payments received under the Lease, the Guaranty Agreement and the Construction
Agency Agreement, those proceeds from the foreclosure on any collateral granted
under the Operative Documents and those certain proceeds of the Leased
Properties, provided, however, that the Lessor in its individual capacity shall
in any event be liable with respect to (i) the removal of Lessor's Liens or
involving its gross negligence or willful misconduct or (ii) failure to turn
over payments the Lessor has received in accordance with Section 3; and provided
further that the foregoing exculpation of the Lessor shall not be deemed to be
exculpations of any Guarantor, any Lessee or any other Person.

         SECTION 4.3 Exercise of Remedies Under the Lease.

         (a) Event of Default. With respect to any Potential Event of Default as
to which notice thereof by the Lessor to a Guarantor or a Lessee is a
requirement to cause such Potential Event of Default to become an Event of
Default, the Lessor agrees to give such notice to such Guarantor and/or such
Lessee (as applicable) promptly upon receipt of a written request by any Lender
or the Agent. The Lessor shall not, without the prior written consent of the
Required Lenders, waive any Event of Default.

         (b) Acceleration of Lease Balance. When an Event of Default or a
Construction Agency Event of Default exists, the Lessor shall exercise remedies
under Article XIII of the Lease or Section 5 of the Construction Agency
Agreement, as the case may be, as directed by the


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Required Lenders, including, if so directed, demanding payment in full of the
Lease Balance by the Lessees (the "Acceleration"). The Lessor shall consult with
the Lenders regarding actions to be taken in response to such Event of Default
or a Construction Agency Event of Default. The Lessor (1) shall not, without the
prior written consent of the Required Lenders and (2) shall (subject to the
provisions of this Section), if so directed by the Required Lenders, do any of
the following: commence eviction or foreclosure proceedings, or file a lawsuit
against any Lessee under the Lease, or sell the Leased Properties, or exercise
other remedies against the Lessees or the Guarantors under the Operative
Documents in respect of such Event of Default or a Construction Agency Event of
Default; provided, however, that any payments received by the Lessor shall be
distributed in accordance with Article VI of the Master Agreement.
Notwithstanding any such consent, direction or approval by the Required Lenders
of any such action or omission, the Lessor shall not have any obligation to
follow such direction if the same would, in the Lessor's reasonable judgment,
require the Lessor to expend its own funds or expose the Lessor to expense,
unless Required Lenders provide to the Lessor an indemnity, in form and
substance reasonably acceptable to the Lessor, for such liability, loss or
damage or unless and until the Lenders advance to the Lessor an amount which is
sufficient, in the Lessor's reasonable judgment, to cover such liability,
expense, loss or damage (excluding the Lessor's pro rata share thereof, if any).
Notwithstanding the foregoing, on and after the related Release Date (and any
application otherwise required under Article VI of the Master Agreement has been
made): the Lenders shall have no rights to such Leased Property or any proceeds
thereof; the Lenders shall have no rights to direct or give consent to any
actions with respect to such Leased Property and the proceeds thereof; the
Lessor shall have absolute discretion (but in all events subject to the terms of
the Operative Documents) with respect to such exercise of remedies with respect
to such Leased Property, and the proceeds thereof, including, without
limitation, any foreclosure or sale of such Leased Property; and the Lessor
shall have no liability to the Lenders with respect to the Lessor's actions or
failure to take any action with respect to such Leased Property.

         SECTION 5 LOAN EVENTS OF DEFAULT; REMEDIES

         SECTION 5.1 Loan Events of Default. Each of the following events shall
constitute a Loan Event of Default (whether any such event shall be voluntary or
involuntary or come about or be effected by operation of law or pursuant to or
in compliance with any judgment, decree or order of any court or any order, rule
or regulation of any Governmental Authority) and each such Loan Event of Default
shall continue so long as, but only as long as, it shall not have been remedied:

                  (a) Lessor shall fail to distribute in accordance with the
         provisions of Article VI of the Master Agreement any amount received by
         the Lessor pursuant to any of the Operative Documents within two (2)
         Business Days of receipt thereof if and to the extent that the Agent or
         the Lenders are entitled to such amount or a portion thereof; or

                  (b) the Lessor shall fail to pay to the Agent, within two (2)
         Business Days of the Lessor's receipt thereof, any amount which a
         Lessee or a Guarantor is required,


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         pursuant to the Operative Documents, to pay to the Agent but
         erroneously pays to the Lessor; or

                  (c) failure by the Lessor to perform in any material respect
         any other covenant or condition herein or in any other Operative
         Document to which the Lessor is a party, which failure shall continue
         unremedied for thirty (30) days after receipt by the Lessor of written
         notice thereof from the Agent or any Lender; or

                  (d) any representation or warranty of the Lessor contained in
         any Operative Document or in any certificate required to be delivered
         thereunder shall prove to have been incorrect in a material respect
         when made and shall not have been cured within thirty (30) days of
         receipt by the Lessor of written notice thereof from the Agent or any
         Lender; or

                  (e) the Lessor or the General Partner shall become bankrupt or
         make an assignment for the benefit of creditors or consent to the
         appointment of a trustee or receiver; or a trustee or a receiver shall
         be appointed for the Lessor or the General Partner or for substantially
         all of its property without its consent and shall not be dismissed or
         stayed within a period of ninety (90) days; or bankruptcy,
         reorganization or insolvency proceedings shall be instituted by or
         against the Lessor or the General Partner and, if instituted against
         the Lessor or the General Partner, shall not be dismissed or stayed for
         a period of ninety (90) days; or

                  (f) any Event of Default shall occur and be continuing.

         SECTION 5.2 Remedies.

         (a) Upon the occurrence of a Loan Event of Default hereunder, (i) if
such event is a Loan Event of Default specified in clause (e) of Section 5.1
with respect to the Lessor, automatically the Lenders' Commitments shall
terminate and the outstanding principal of, and accrued interest on, the Loans
shall be immediately due and payable, and (ii) if such event is any other Loan
Event of Default, upon written request of the Required Lenders, the Agent shall,
by notice of default to the Lessor, declare the Commitments of the Lenders to be
terminated forthwith and the outstanding principal of, and accrued interest on,
the Loans to be immediately due and payable, whereupon the Commitments of the
Lenders shall immediately terminate and the outstanding principal of, and
accrued interest on, the Loans shall become immediately due and payable.

         (b) When a Loan Event of Default exists, the Agent may, and upon the
written instructions of the Required Lenders shall, exercise any or all of the
rights and powers and pursue any and all of the remedies available to it
hereunder, under the Notes, the Mortgages and the Assignments of Lease and Rents
and shall have and may exercise any and all rights and remedies available under
the Uniform Commercial Code or any provision of law. When a Loan Event of


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Default exists, the Agent may, and upon the written instructions of the Required
Lenders shall, have the right to exercise all rights of the Lessor under the
Lease pursuant to the terms and in the manner provided for in the Mortgages and
the Assignments of Lease and Rents.

         (c) Except as expressly provided above, no remedy under this Section
5.2 is intended to be exclusive, but each shall be cumulative and in addition to
any other remedy provided under this Section 5.2 or under the other Operative
Documents or otherwise available at law or in equity. The exercise by the Agent
or any Lender of any one or more of such remedies shall not preclude the
simultaneous or later exercise of any other remedy or remedies. No express or
implied waiver by the Agent or any Lender of any Loan Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Loan
Event of Default. The failure or delay of the Agent or any Lender in exercising
any rights granted it hereunder upon any occurrence of any of the contingencies
set forth herein shall not constitute a waiver of any such right upon the
continuation or recurrence of any such contingencies or similar contingencies
and any single or partial exercise of any particular right by the Agent or any
Lender shall not exhaust the same or constitute a waiver of any other right
provided herein.

         SECTION 6 THE AGENT

         SECTION 6.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Agent as the agent of such Lender under this Loan Agreement and the
other Operative Documents, and each such Lender irrevocably authorizes the
Agent, in such capacity, to take such action on its behalf under the provisions
of this Loan Agreement and the other Operative Documents and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Loan Agreement and the other Operative Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Loan Agreement, the Agent shall not
have any duties or responsibilities, except those expressly set forth herein, or
any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Loan Agreement or any other Operative Document or otherwise exist against the
Agent.

         SECTION 6.2 Delegation of Duties. The Agent may execute any of its
duties under this Loan Agreement and the other Operative Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

         SECTION 6.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be
(a) liable for any action lawfully taken or omitted to be taken by it or such
Person under or in connection with this Loan Agreement or any other Operative
Document (except for its or such Person's own gross negligence or willful
misconduct) or (b) responsible in any manner to any of the Lenders for any


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recitals, statements, representations or warranties made by the Lessor or any
Lessee or any officer thereof contained in this Loan Agreement or any other
Operative Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agent under or in connection
with, this Loan Agreement or any other Operative Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this Loan
Agreement or any other Operative Document or for any failure of the Lessor or
any Lessee to perform its obligations hereunder or thereunder. The Agent shall
not be under any obligation to any Lender to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Loan Agreement or any other Operative Document, or to inspect the
properties, books or records of the Lessor, any Guarantor or any Lessee.

         SECTION 6.4 Reliance by Agent. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any Note, writing, resolution, notice,
consent, certificate, affidavit, letter, telecopy, telex or teletype message,
statement, order or other document or conversation believed by it to be genuine
and correct and to have been signed, sent or made by the proper Person or
Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Lessor or any Lessee), independent accountants and
other experts selected by the Agent. The Agent may deem and treat each Lender as
the owner of its pro rata share of the Loans for all purposes unless a written
notice of assignment, negotiation or transfer thereof shall have been filed with
the Agent. The Agent shall be fully justified in failing or refusing to take any
action under this Loan Agreement or any other Operative Document unless it shall
first receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Funding
Parties against any and all liability and expense which may be incurred by it by
reason of taking or continuing to take any such action. Subject to the Operative
Documents, the Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Loan Agreement and the other Operative
Documents in accordance with a request of the Required Lenders, and such request
and any action taken or failure to act pursuant thereto shall be binding upon
all the Lenders and all future holders of an interest in the Notes.

         SECTION 6.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Loan Potential Event of Default or
Loan Event of Default hereunder unless the Agent has received notice from a
Lender referring to this Loan Agreement, describing such Loan Potential Event of
Default or Loan Event of Default and stating that such notice is a "notice of
default". In the event that the Agent receives such a notice, the Agent shall
give notice thereof to the Lenders. The Agent shall take such action, subject to
the Operative Documents with respect to such Loan Potential Event of Default or
Loan Event of Default as shall be reasonably directed by the Required Lenders;
provided that unless and until the Agent shall have received such directions,
the Agent may (but shall not be obligated to) take such action, or refrain from
taking such action, with respect to such Loan Potential Event of Default or Loan
Event of Default as it shall deem advisable in the best interests of the
Lenders.


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         SECTION 6.6 Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Lessor, any Guarantor or any
Lessee, shall be deemed to constitute any representation or warranty by the
Agent to any Lender. Each Lender represents to the Agent that it has,
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations, property,
financial and other condition and creditworthiness of the Lessor, each Guarantor
and each Lessee and made its own decision to make its Loans hereunder and enter
into this Loan Agreement. Each Lender also represents that it will,
independently and without reliance upon the Agent or any other Lender, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Loan Agreement and the other Operative Documents,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, financial and other condition and
creditworthiness of the Lessor, each Guarantor and each Lessee. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, property, condition (financial or
otherwise), prospects or creditworthiness of the Lessor, any Guarantor or any
Lessee which may come into the possession of the Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

         SECTION 6.7 Indemnification. The Lenders agree to indemnify the Agent
in its capacity as such (to the extent not reimbursed by a Lessee and without
limiting the obligation of any Lessee to do so), ratably according to the
percentage each Lender's Commitment bears to the total Commitments of all of the
Lenders on the date on which indemnification is sought under this Section 6.7
(or, if indemnification is sought after the date upon which the Lenders'
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with the percentage that each Lender's Commitment bears to
the Commitments of all of the Lenders immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Notes) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of, the Commitments,
this Loan Agreement, any of the other Operative Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent under
or in connection with any of the foregoing; provided that no Lender shall be
liable for the payment of any portion of such liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
resulting solely from the Agent's gross negligence or willful misconduct. The
agreements in this Section 6.7 shall survive the payment of the Notes and all
other amounts payable hereunder.

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         SECTION 6.8 Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Lessor, any Guarantor or any Lessee as though the
Agent were not the Agent hereunder and under the other Operative Documents. With
respect to Loans made or renewed by it, the Agent shall have the same rights and
powers under this Loan Agreement and the other Operative Documents as any Lender
and may exercise the same as though it were not the Agent, and the terms
"Lender" and "Lenders" shall include the Agent in its individual capacity. Each
Lender acknowledges that the Agent in its individual capacity has had and
continues to have other business relations and transactions with Borders,
Borders's Affiliates and the Lessor.

         SECTION 6.9 Successor Agent. The Agent may resign as Agent upon 20
days' notice to the Lenders effective upon the appointment of a successor agent.
If the Agent shall resign as Agent under this Loan Agreement and the other
Operative Documents, then the Required Lenders shall appoint a successor agent
for the Lenders, which successor agent shall be a commercial bank organized
under the laws of the United States of America or any State thereof or under the
laws of another country which is doing business in the United States of America
and having a combined capital, surplus and undivided profits of at least
$100,000,000, whereupon such successor agent shall succeed to the rights, powers
and duties of the Agent, and the term "Agent" shall mean such successor agent
effective upon such appointment and approval, and the former Agent's rights,
powers and duties as Agent shall be terminated, without any other or further act
or deed on the part of such former Agent or any of the parties to this Loan
Agreement or any holders of an interest in the Notes. After any retiring Agent's
resignation as Agent, all of the provisions of this Section 6 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was Agent
under this Loan Agreement and the other Operative Documents.

         SECTION 7 MISCELLANEOUS

         SECTION 7.1 Documentary Conventions. The Documentary Conventions shall
apply to this Loan Agreement.

         SECTION 7.2 No Waiver; Cumulative Remedies. No failure to exercise and
no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder, shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege. The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.

         SECTION 7.3 Successors and Assigns. This Loan Agreement shall be
binding upon and inure to the benefit of the Lessor, the Agent, the Lenders, all
future holders of an interest in the Notes and their respective successors and
permitted assigns.


                                       10
<PAGE>


         SECTION 7.4 Survival and Termination of Agreement. All covenants,
agreements, representations and warranties made herein and in any certificate,
document or statement delivered pursuant hereto or in connection herewith shall
survive the execution and delivery of this Loan Agreement, and the Notes and
shall continue in full force and effect so long as any Note or any amount
payable to any Lender under or in connection with this Loan Agreement or the
Notes is unpaid, at which time this Loan Agreement shall terminate.


                                      11                       LOAN AGREEMENT
<PAGE>


         IN WITNESS THEREOF, the parties hereto have caused this Loan Agreement
to be duly executed and delivered by their proper and duly authorized officers
as of the day and year first above written.


                                    SUNTRUST BANK, as Agent and as a Lender


                                    By: /s/ JONATHAN B. SIMON
                                       -----------------------------------------
                                       Name: Jonathan B. Simon
                                            ------------------------------------
                                       Title: Asst. Vice President
                                             -----------------------------------




                                       S-1                        LOAN AGREEMENT


<PAGE>



                                    ATLANTIC FINANCIAL GROUP, LTD., as
                                    Lessor and Borrower

                                    By: Atlantic Financial Managers, Inc.,
                                        its General Partner



                                    By:  /s/ STEPHEN BROOKSHIRE
                                       -----------------------------------------
                                       Name:  Stephen Brookshire
                                            ------------------------------------
                                       Title: President
                                             -----------------------------------



                                       S-2                        LOAN AGREEMENT

<PAGE>


                                    FLEET NATIONAL BANK,
                                    as a Lender


                                    By: /s/ KATHLEEN DIMOCK
                                       -----------------------------------------
                                       Name: Kathleen Dimock
                                            ------------------------------------
                                       Title: Director
                                             -----------------------------------



                                       S-3                        LOAN AGREEMENT
<PAGE>



                                    PNC BANK NATIONAL ASSOCIATION,
                                    as a Lender


                                    By: /s/ PHILIP K. LIEBSCHER
                                       -----------------------------------------
                                       Name:  Philip K. Liebscher
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------



                                       S-4                        LOAN AGREEMENT

<PAGE>

                                    COMERICA BANK, as a Lender


                                    By: /s/ DAVID C. BIRD
                                       -----------------------------------------
                                       Name:  David C. Bird
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------



                                       S-5                        LOAN AGREEMENT


<PAGE>


                                    HIBERNIA NATIONAL BANK, as a Lender

                                    By: /s/ MATT BREAUX
                                       -----------------------------------------
                                       Name:  Matt Breaux
                                            ------------------------------------
                                       Title: Portfolio Manager
                                             -----------------------------------



                                       S-6                        LOAN AGREEMENT

<PAGE>


                                    THE BANK OF NEW YORK, as a Lender

                                    By: /s/ DAVID C. JUDGE
                                       -----------------------------------------
                                       Name:  David C. Judge
                                            ------------------------------------
                                       Title: Senior Vice President
                                             -----------------------------------



                                       S-7                        LOAN AGREEMENT

<PAGE>


                                    U.S. BANK NATIONAL ASSOCIATION,
                                    as a Lender


                                    By: /s/ THOMAS L. BAYER
                                       -----------------------------------------
                                       Name:  Thomas L. Bayer
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------



                                       S-8                        LOAN AGREEMENT

<PAGE>

                                    WACHOVIA BANK, NATIONAL
                                    ASSOCIATION, as a Lender


                                    By: /s/ MARTHA M. WINTERS
                                       -----------------------------------------
                                       Name:  Martha M. Winters
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------



                                       S-9                        LOAN AGREEMENT

<PAGE>


                                    NATIONAL CITY BANK, as a Lender


                                    By: /s/ BRIAN T. STRAYTON
                                       -----------------------------------------
                                       Name:  Brian T. Strayton
                                            ------------------------------------
                                       Title: Vice President
                                             -----------------------------------



                                       S-10                       LOAN AGREEMENT