<PAGE>
                                                                   EXHIBIT 10.41


                    MULTICURRENCY REVOLVING CREDIT AGREEMENT



                            Dated as of June 21, 2002

                                      among

                               BORDERS GROUP, INC.
                                  BORDERS, INC.
                            WALDEN BOOK COMPANY, INC.
                                BGP (UK) LIMITED
                              BORDERS (UK) LIMITED
                            BORDERS AUSTRALIA PTY LTD

                     THE LENDERS LISTED ON SCHEDULE 1 HERETO

                                       and

                         PNC BANK, NATIONAL ASSOCIATION,
                             As Administrative Agent

                              FLEET NATIONAL BANK,
                              As Syndication Agent

                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                             As Co-Syndication Agent

                       BANK ONE, NA (MAIN OFFICE CHICAGO),
                             As Documentation Agent

                                      with

                 FLEET SECURITIES, INC. and WACHOVIA SECURITIES
                          having acted as Co-Arrangers



<PAGE>






                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                  <C>
1.   DEFINITIONS, RULES OF INTERPRETATION, ETC.........................................................1

         1.1.   Definitions............................................................................1
         1.2.   Rules of Interpretation...............................................................29
         1.3.   Accounting Principles.................................................................30
         1.4.   Pro Forma Basis.......................................................................30

2.   THE CREDIT FACILITIES............................................................................31

         2.1.   Revolving Credit Loans................................................................31
                  2.1.1.   Commitment to Lend.........................................................31
                  2.1.2.   Requests for Revolving Credit Loans........................................31

         2.2.   Fees..................................................................................32
                  2.2.1.   Facility Fee...............................................................32
                  2.2.2.   Utilization Fee............................................................32

         2.3.   Changes in Total Commitment...........................................................33
                  2.3.1.   Reduction of Total Commitment..............................................33
                  2.3.2.   Increase in Total Commitment...............................................33
                  2.3.3.   Adjustments of Outstandings on SunTrust Increase Date......................34

         2.4.   Competitive Bid Loans.................................................................34
                  2.4.1.   Competitive Bid Borrowings.................................................34
                           2.4.1.1.   The Competitive Bid Option......................................34
                           2.4.1.2.   Competitive Bid Quote Request...................................35
                           2.4.1.3.   Invitation for Competitive Bid Quotes...........................35
                           2.4.1.4.   Submission and Contents of Competitive Bid Quotes...............36
                           2.4.1.5.   Notice to Co-Borrowers..........................................37
                           2.4.1.6.   Acceptance and Notice by Co-Borrowers and Administrative Agent..37
                           2.4.1.7.   Allocation by Administrative Agent; Usage of Commitments........38
                           2.4.1.8.   Funding of Competitive Bid Loans................................38
                  2.4.2.   Repayment of Competitive Bid Loans.........................................38

         2.5.   The Swingline.........................................................................39
                  2.5.1.   The Swingline Loans........................................................39
                  2.5.2.   Request for Swingline Loans................................................39
                  2.5.3.   Borrowings to Repay Swingline Loans........................................40
                  2.5.4.   Voluntary Reduction of Swingline Sublimit..................................41

         2.6.   Evidence of Loan Obligations..........................................................41
                  2.6.1.   The Co-Borrower Notes......................................................41
                  2.6.2.   The Australian Notes.......................................................42
                  2.6.3.   The UK Notes...............................................................42
                  2.6.4.   The Competitive Bid Notes..................................................43
                  2.6.5.   The Swingline Note.........................................................43

         2.7.   Interest on Loans.....................................................................44
</TABLE>

<PAGE>

                                      -ii-


<TABLE>
<S>                                                                                                  <C>
         2.8.   Conversion Options.....................................................................44
                  2.8.1.   Conversion to Different Type of Revolving Credit Loan.......................44
                  2.8.2.   Continuation of Type of Revolving Credit Loan...............................45
                  2.8.3.   Eurocurrency Rate Loans.....................................................45

         2.9.   Funds for Revolving Credit Loans.......................................................46
                  2.9.1.   Funding Procedures..........................................................46
                  2.9.2.   Advances by Administrative Agent............................................46

         2.10.   Optional Currency.....................................................................47
                  2.10.1.   Request for Optional Currency..............................................47
                  2.10.2.   Funding....................................................................48

         2.11.   Request for Extension of Maturity Date................................................48


3.   REPAYMENT OF THE REVOLVING CREDIT LOANS...........................................................48

         3.1.    Maturity..............................................................................48
         3.2.    Mandatory Repayments of Revolving Credit Loans........................................49
         3.3.    Optional Repayments of Revolving Credit Loans.........................................50


4.   LETTERS OF CREDIT.................................................................................50

         4.1.    Letter of Credit Commitments..........................................................50
                  4.1.1.   Commitment to Issue Letters of Credit.......................................50
                  4.1.2.   Letter of Credit Applications...............................................51
                  4.1.3.   Terms of Letters of Credit..................................................51
                  4.1.4.   Reimbursement Obligations of Lenders........................................51
                  4.1.5.   Participations of Lenders...................................................51

         4.2.    Reimbursement Obligation of the Borrowers.............................................51
         4.3.    Letter of Credit Payments.............................................................52
         4.4.    Obligations Absolute..................................................................53
         4.5.    Reliance by Issuer....................................................................54
         4.6.    Letter of Credit Fee..................................................................54
         4.7.    Transitional Letters of Credit........................................................55


5.   CERTAIN GENERAL PROVISIONS........................................................................55

         5.1.    Closing and Agents' Fees..............................................................55
         5.2.    BGI as Agent for other Borrowers......................................................55
         5.3.    Funds for Payments....................................................................55
                  5.3.1.   Payments to Administrative Agent............................................56
                  5.3.2.   No Offset, etc..............................................................56
                  5.3.3.   Non-U.S. Lenders............................................................56

         5.4.    Computations..........................................................................57
         5.5.    Inability to Determine Eurocurrency Rate..............................................58
         5.6.    Illegality............................................................................58
         5.7.    Additional Costs, etc.................................................................59
         5.8.    Capital Adequacy......................................................................60
         5.9.    Certificate...........................................................................60
         5.10.   Indemnity.............................................................................61
         5.11.   Interest After Default................................................................61
                  5.11.1.  Overdue Amounts.............................................................61
                  5.11.2.  Amounts Not Overdue.........................................................61
</TABLE>


<PAGE>

                                     -iii-


<TABLE>
<S>                                                                                                  <C>
         5.12.   Replacement of Lenders...............................................................61
         5.13.   Currency Matters.....................................................................62
                  5.13.1.   Currency of Account.......................................................62
                  5.13.2.   Currency Fluctuations.....................................................63
                  5.13.3.   Exchange Rate.............................................................63
                  5.13.4.   Denominations.............................................................63

         5.14.   New Currency.........................................................................64
         5.15.   Concerning Joint and Several Liability of the Co-Borrowers...........................64
         5.16.   Additional Borrowers.................................................................67
         5.17.   Limitations on Certain Obligations of UK Borrower and Australian Borrower............67


6.   GUARANTY.........................................................................................68
         6.1.   Guaranty of Payment and Performance...................................................68
         6.2.   Guaranty Absolute.....................................................................69
         6.3.   Effectiveness, Enforcement............................................................71
         6.4.   Waiver................................................................................71
         6.5.   Subordination; Subrogation............................................................72
         6.6.   Payments..............................................................................72
         6.7.   Setoff................................................................................73
         6.8.   Further Assurances....................................................................73
         6.9.   Successors and Assigns................................................................73
         6.10.   Contribution.........................................................................74
         6.11.   Release of Guaranties................................................................74


7.   REPRESENTATIONS AND WARRANTIES...................................................................75
         7.1.   Corporate Authority...................................................................75
                  7.1.1.   Incorporation; Good Standing...............................................75
                  7.1.2.   Authorization..............................................................75
                  7.1.3.   Enforceability.............................................................75

         7.2.   Governmental Approvals................................................................75
         7.3.   Title to Properties; Leases...........................................................76
         7.4.   Fiscal Year; Financial Statements and Projections.....................................76
                  7.4.1.   Fiscal Year................................................................76
                  7.4.2.   Financial Statements.......................................................76
                  7.4.3.   Projections................................................................76

         7.5.   No Material Adverse Changes, etc......................................................76
         7.6.   Franchises, Patents, Copyrights, etc..................................................77
         7.7.   Litigation............................................................................77
         7.8.   No Materially Adverse Contracts, etc..................................................77
         7.9.   Compliance with Other Instruments, Laws, etc..........................................77
         7.10.   Tax Status...........................................................................77
         7.11.   No Event of Default..................................................................77
         7.12.   Holding Company and Investment Company Acts..........................................78
</TABLE>


<PAGE>
                                      -iv-

<TABLE>
<S>                                                                                                  <C>
         7.13.   Absence of Financing Statements, etc.................................................78
         7.14.   Certain Transactions.................................................................78
         7.15.   Employee Benefit Plans...............................................................78
                  7.15.1.   In General................................................................78
                  7.15.2.   Terminability of Welfare Plans............................................78
                  7.15.3.   Guaranteed Pension Plans..................................................79
                  7.15.4.   Multiemployer Plans.......................................................79

         7.16.   Use of Proceeds......................................................................79
                  7.16.1.   General...................................................................79
                  7.16.2.   Regulations U and X.......................................................79

         7.17.   Environmental Compliance.............................................................80
         7.18.   Subsidiaries.........................................................................81
         7.19.   Disclosure...........................................................................81
         7.20.   Senior Debt Status...................................................................82
         7.21.   Solvency.............................................................................82
         7.22.   Updates to Schedules.................................................................82


8.   AFFIRMATIVE COVENANTS............................................................................82
         8.1.   Punctual Payment......................................................................82
         8.2.   Maintenance of Office.................................................................82
         8.3.   Records and Accounts..................................................................83
         8.4.   Financial Statements, Certificates and Information....................................83
         8.5.   Notices...............................................................................84
                  8.5.1.   Defaults...................................................................84
                  8.5.2.   Environmental Events.......................................................84
                  8.5.3.   Notice of Litigation and Judgments.........................................84
                  8.5.4.   Notice Regarding Certain Events............................................85

         8.6.   Legal Existence; Maintenance of Properties............................................85
         8.7.   Insurance.............................................................................86
         8.8.   Taxes.................................................................................86
         8.9.   Inspection of Properties..............................................................86
         8.10.   Compliance with Laws, Contracts, Licenses, and Permits...............................86
         8.11.   Employee Benefit Plans...............................................................87
         8.12.   Use of Proceeds......................................................................87
         8.13.   Subsequent Credit Terms..............................................................87
         8.14.   Subsidiary Guaranties................................................................87
         8.15.   Further Assurances...................................................................88


9.   CERTAIN NEGATIVE COVENANTS.......................................................................88
         9.1.   Restrictions on Indebtedness..........................................................88
         9.2.   Restrictions on Liens.................................................................89
         9.3.   Restrictions on Investments...........................................................91
         9.4.   Restricted Payments...................................................................93
         9.5.   Merger, Consolidation, Disposition of Assets and Sale Leaseback Transactions..........93
                  9.5.1.   Mergers and Consolidations.................................................94
                  9.5.2.   Disposition of Assets......................................................94

</TABLE>
<PAGE>
                                      -v-

<TABLE>
<S>                                                                                                  <C>
         9.6.   Acquisitions..........................................................................95
         9.7.   Compliance with Environmental Laws....................................................95
         9.8.   Modifications of Other Documents......................................................96
         9.9.   Employee Benefit Plans................................................................96
         9.10.   Business Activities..................................................................96
         9.11.   Fiscal Year..........................................................................97
         9.12.   Transactions with Affiliates.........................................................97
         9.13.   Changes in Governing Documents.......................................................97
         9.14.   Inconsistent Agreements..............................................................97

10.   FINANCIAL COVENANTS.............................................................................98
         10.1.   Fixed Charge Coverage Ratio..........................................................98
         10.2.   Leverage Ratio.......................................................................98
         10.3.   Consolidated Tangible Net Worth......................................................98
         10.4.   Capital Expenditures.................................................................98

11.   CLOSING CONDITIONS..............................................................................99
         11.1.   Loan Documents.......................................................................99
         11.2.   Certified Copies of Governing Documents..............................................99
         11.3.   Corporate or Other Action............................................................99
         11.4.   Incumbency Certificate...............................................................99
         11.5.   UCC Search Results...................................................................99
         11.6.   Certificates of Insurance............................................................99
         11.7.   Solvency Certificate................................................................100
         11.8.   Opinion of Counsel..................................................................100
         11.9.   Payment of Fees.....................................................................100
         11.10.   Synthetic Lease Facilities.........................................................100
         11.11.   Payoff Letter......................................................................100
         11.12.   Disbursement Instructions..........................................................100

12.   CONDITIONS TO ALL BORROWINGS...................................................................101
         12.1.   Representations True; No Event of Default...........................................101
         12.2.   No Legal Impediment.................................................................101
         12.3.   Proceedings and Documents...........................................................101
         12.4.   Governmental Regulation.............................................................101
         12.5.   Exchange Limitation.................................................................101

13.   EVENTS OF DEFAULT; ACCELERATION; ETC...........................................................102
         13.1.   Events of Default and Acceleration..................................................102
         13.2.   Termination of Commitments..........................................................105
         13.3.   Remedies............................................................................105
         13.4.   Judgment Currency...................................................................105

14.   THE AGENTS.....................................................................................106
         14.1.   Authorization.......................................................................106
         14.2.   Employees and Agents................................................................106
</TABLE>
<PAGE>
                                      -vi-

<TABLE>
<S>                                                                                                  <C>
         14.3.   No Liability........................................................................107
         14.4.   No Representations..................................................................107
                  14.4.1.   General..................................................................107
                  14.4.2.   Closing Documentation, etc...............................................107

         14.5.   Payments............................................................................108
                  14.5.1.   Payments to Administrative Agent.........................................108
                  14.5.2.   Distribution by Administrative Agent.....................................108
                  14.5.3.   Delinquent Lenders.......................................................108

         14.6.   Holders of Notes....................................................................109
         14.7.   Indemnity...........................................................................109
         14.8.   The Agents as Lenders...............................................................109
         14.9.   Resignation.........................................................................109
         14.10.   Notification of Defaults and Events of Default.....................................110

15.   SUCCESSORS AND ASSIGNS.........................................................................110
         15.1.   General Conditions..................................................................110
         15.2.   Assignments.........................................................................110
         15.3.   Register............................................................................111
         15.4.   Participations......................................................................111
         15.5.   Payments to Participants............................................................112
         15.6.   Miscellaneous Assignment Provisions.................................................112
         15.7.   Assignee or Participant Affiliated with the Borrowers...............................112
         15.8.   New Notes...........................................................................113
         15.9.   Assignment to Special Purpose Funding Vehicle.......................................113

16.   PROVISIONS OF GENERAL APPLICATION..............................................................114
         16.1.   Setoff..............................................................................114
         16.2.   Expenses............................................................................116
         16.3.   Indemnification.....................................................................116
         16.4.   Treatment of Certain Confidential Information.......................................117
                  16.4.1.   Confidentiality..........................................................117
                  16.4.2.   Prior Notification.......................................................118
                  16.4.3.   Other....................................................................118

         16.5.   Survival of Covenants, Etc..........................................................118
         16.6.   Notices.............................................................................119
         16.7.   Governing Law.......................................................................120
         16.8.   Headings............................................................................120
         16.9.   Counterparts........................................................................120
         16.10.   Entire Agreement, Etc..............................................................120
         16.11.   Waiver of Jury Trial...............................................................120
         16.12.   Consents, Amendments, Waivers, Etc.................................................121
         16.13.   Severability.......................................................................122
</TABLE>


<PAGE>

                                     -vii-


                                    EXHIBITS


Exhibit A-1               Form of Co-Borrower Note
Exhibit A-2               Form of Australian Note
Exhibit A-3               Form of UK Note
Exhibit A-4               Form of Competitive Bid Note
Exhibit A-5               Form of Swingline Note
Exhibit B-1               Competitive Bid Quote Request
Exhibit B-2               Invitation for Competitive Bid Quotes
Exhibit B-3               Competitive Bid Quote
Exhibit B-4               Notice of Competitive Bid Borrowing
Exhibit C                 Form of Revolving Credit Loan Request
Exhibit D                 Form of Swingline Loan Request
Exhibit E                 Form of Compliance Certificate
Exhibit F                 Assignment and Acceptance
Exhibit G-1               Form of Joinder Agreement (Co-Borrower/Guarantor)
Exhibit G-2               Form of Joinder Agreement
                            (UK Borrower or Australian Borrower)


                                    SCHEDULES

Schedule 1                 Lenders
Schedule 1(a)              Commitments (Closing Date)
Schedule 1(b)              Commitments (Following SunTrust Increase Date)
Schedule 4.7               Transitional Letters of Credit
Schedule 7.3               Title to Properties; Leases
Schedule 7.5               Restricted Payments
Schedule 7.7               Litigation
Schedule 7.14              Transactions with Affiliates
Schedule 7.17              Environmental Compliance
Schedule 7.18              Subsidiaries, Etc.
Schedule 9.1               Existing Indebtedness
Schedule 9.2               Existing Liens
Schedule 9.3               Existing Investments





<PAGE>

                             MULTICURRENCY REVOLVING
                                CREDIT AGREEMENT


         This MULTICURRENCY REVOLVING CREDIT AGREEMENT is made as of June 21,
2002, by and among (a) BORDERS GROUP, INC. ("BGI"), a Michigan corporation,
BORDERS, INC., a Colorado corporation ("Borders"), WALDEN BOOK COMPANY, INC., a
Colorado corporation, ("Walden"), BGP (UK) LIMITED, a company with limited
liability organized under the laws of England ("BGP (UK)" and together with BGI,
Borders and Walden, the "Co-Borrowers"), (b) BORDERS (UK) LIMITED, a company
with limited liability organized under the laws of England (the "UK Borrower"),
(c) BORDERS AUSTRALIA PTY LIMITED, a company organized under the laws of
Australia (the "Australian Borrower"), (d) any other Subsidiary of BGI which
becomes a Borrower hereunder pursuant to ss. 5.16 (together with the
Co-Borrowers, the UK Borrower and the Australian Borrower, the "Borrowers"), (e)
the lending institutions listed on Schedule 1, (f) PNC BANK, NATIONAL
ASSOCIATION, as administrative agent for itself and such other lending
institutions, (g) FLEET NATIONAL BANK as syndication agent for itself and such
other lending institutions, (h) WACHOVIA BANK, NATIONAL ASSOCIATION, as
co-syndication agent for itself and such other lending institutions (the
"Co-Syndication Agent") and (i) BANK ONE, NA (MAIN OFFICE CHICAGO), as
documentation agent for itself and such other lending institutions (the
"Documentation Agent").

                  1. DEFINITIONS, RULES OF INTERPRETATION, ETC.

         1.1. DEFINITIONS. The following terms shall have the meanings set forth
in this ss. 1 or elsewhere in the provisions of this Credit Agreement referred
to below:

          Accounts Receivable. All rights of BGI or any of its Subsidiaries to
payment for goods sold, leased or otherwise marketed in the ordinary course of
business and all rights of BGI or any of its Subsidiaries to payment for
services rendered in the ordinary course of business and all sums of money or
other proceeds due thereon pursuant to transactions with account debtors, except
for that portion of the sum of money or other proceeds due thereon that relate
to sales, use or property taxes in conjunction with such transactions, recorded
on books of account in accordance with GAAP.

          Acquisition. Any transaction, or any series of related transactions,
consummated on or after the date of this Credit Agreement, by which BGI or any
of its Subsidiaries (a) acquires any ongoing business or all or substantially
all of the assets of any Person or division thereof, whether through purchase of
assets, merger or otherwise, or (b) directly or indirectly acquires (in one
transaction or as the most recent transaction in a series of transactions) a
majority of the securities of a corporation, which securities have ordinary
voting power for the election of directors (other than securities having such
power only by reason of the happening of a contingency) or a majority (by
percentage and voting power) of the outstanding

<PAGE>
                                      -2-

partnership interests of a partnership or membership interests of a limited
liability company.

          Adjustment Date. The first day of the month immediately following the
month in which a Compliance Certificate is to be delivered by the Borrowers
pursuant to ss. 8.4(c).

          Administrative Agent's Office. The Administrative Agent's office
located at 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707 or at such
other location as the Administrative Agent may designate from time to time.

          Administrative Agent. PNC Bank, National Association acting as
administrative agent for the Lenders and each other Person appointed as the
successor Administrative Agent in accordance with ss. 14.9.

          Administrative Questionnaire. An Administrative Questionnaire in a
form supplied by the Administrative Agent.

          Affiliate. Any Person which, directly or indirectly, controls, is
controlled by or is under common control with any of the Borrowers. "Control" of
a Borrower means the power, directly or indirectly, (a) to vote five percent
(5%) or more of the Capital Stock (on a fully diluted basis) of such Borrower
having ordinary voting power for the election of directors, managing members or
general partners (as applicable); or (b) to direct or cause the direction of the
management and policies of such Borrower (whether by contract or otherwise).

          Agents. Collectively, the Administrative Agent, the Syndication Agent,
the Co-Syndication Agent and the Documentation Agent.

         Applicable Margin. For each period commencing on an Adjustment Date
through the date immediately preceding the next Adjustment Date (each a "Rate
Adjustment Period"), the Applicable Margin shall be the applicable margin set
forth below with respect to the Fixed Charge Coverage Ratio, as determined for
the Reference Period of the Borrowers and their Subsidiaries ending with the
Fiscal Quarter ended immediately prior to the applicable Rate Adjustment Period.


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                                                      STANDBY      DOCUMENTARY
             FIXED CHARGE                BASE       EUROCURRENCY      LETTER OF    LETTER OF
             COVERAGE                    RATE       RATE              CREDIT       CREDIT               FACILITY
LEVEL        RATIO                       LOANS      LOANS             FEES         FEES                 FEE
--------------------------------------------------------------------------------------------------------------------
<S>          <C>                         <C>        <C>               <C>          <C>                  <C>
I            Greater than or
             equal to 2.25:1.00          0%         0.575%            0.575%       0.2875%              0.175%
--------------------------------------------------------------------------------------------------------------------
II           Less than 2.25:1.00
             but greater than or
             equal to 2.00:1.00          0%         0.800%            0.800%       0.4000%              0.200%
--------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


                                      -3-

<TABLE>
--------------------------------------------------------------------------------------------------------------------
<S>          <C>                         <C>        <C>               <C>          <C>                  <C>
III          Less than  2.00:1.00
             but greater  than or        0%         1.000%            1.000%       0.5000%              0.250%
             equal to 1.75:1.00
--------------------------------------------------------------------------------------------------------------------
IV           Less than 1.75:1.00         0%         1.125%            1.125%       0.5625%              0.375%
--------------------------------------------------------------------------------------------------------------------
</TABLE>



          Notwithstanding the foregoing, (a) for the Loans outstanding and the
Letter of Credit Fees and the Facility Fee payable during the period commencing
on the Closing Date through the date immediately preceding the first Adjustment
Date to occur after the date that is six months after the Closing Date, the
Applicable Margin shall be the Applicable Margin set forth in Level III above,
and (b) if the Borrowers fail to deliver any Compliance Certificate pursuant to
ss. 8.4(c) hereof then, for the period commencing on the next Adjustment Date to
occur subsequent to such failure through the date immediately following the date
on which such Compliance Certificate is delivered, the Applicable Margin shall
be the highest Applicable Margin set forth above.

          Applicable Pension Legislation. At any time, any pension or retirement
benefits legislation (be it national, federal, provincial, territorial or
otherwise) then applicable to any Borrower or any of its Subsidiaries.

          Approved Fund. Any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

          Assignment and Acceptance. An assignment and acceptance entered into
by a Lender and an Eligible Assignee (with the consent of any party whose
consent is required by ss. 15.2), and accepted by the Administrative Agent, in
substantially the form of Exhibit F or any other form approved by the Bank
Agents.

          Australian Borrower.  As defined in the preamble hereto.


          Australian Guaranteed Obligations.  See ss. 6.1.


          Australian Loans. Revolving credit loans made or to be made by the
Lenders to the Australian Borrower pursuant to ss. 2.1.1.

          Australian Obligations. All indebtedness, obligations and liabilities
of the Australian Borrower to any of the Lenders, any of the Agents or the
Issuing Bank individually or collectively, existing on the date of this Credit
Agreement or arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or any
Hedging Agreement or in respect of any of the Australian Loans made or
Reimbursement Obligations incurred in respect of Letters of Credit issued for
the account of the Australian Borrower or any of the Australian Notes,




<PAGE>

                                      -4-

Letter of Credit Applications, Letters of Credit or other instruments at any
time evidencing any thereof.

          Australian Note.  See ss. 2.6.2.

          Australian Note Record.  A Record with respect to an Australian Note.

          Authorized Officers. The President, Senior Vice President - Finance
and Chief Financial Officer, Vice President - Financial Planning and Reporting,
Vice President - Finance and Asset Protection or Treasurer of any Borrower and
with respect to any Foreign Subsidiary, a director of such Foreign Subsidiary
or, in any case, any Person designated in writing by any of the foregoing.

          Balance Sheet Date. January 27, 2002.

          Bank Agents.  The Administrative Agent and the Syndication Agent.


          Base Rate. The higher of (a) the variable annual rate of interest so
designated from time to time by PNC as its "prime rate", such rate being a
reference rate and not necessarily representing the lowest or best rate being
charged to any customer, and (b) one-half of one percent (0.50%) above the
Federal Funds Effective Rate. For the purposes of this definition, "Federal
Funds Effective Rate" shall mean for any day, the rate per annum equal to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the next
preceding Business Day) by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the
quotations for such day on such transactions received by the Administrative
Agent from three funds brokers of recognized standing selected by the
Administrative Agent. Changes in the Base Rate resulting from any changes in
PNC's "prime rate" shall take place immediately without notice or demand of any
kind.

          Base Rate Loans. Revolving Credit Loans bearing interest calculated by
reference to the Base Rate.

          BGI. As defined in the preamble hereto.

          BGP (UK). As defined in the preamble hereto.

          BOI.  Borders Online, Inc., a Colorado corporation.

          Borders. As defined in the preamble hereto.

          Borders UK. As defined in the preamble hereto.

          Borrower(s). As defined in the preamble hereto.

          BPI. Borders Properties, Inc., a Delaware corporation.

<PAGE>

                                      -5-


          Business Day. Any day on which banking institutions in Boston,
Massachusetts or Pittsburgh, Pennsylvania, are open for the transaction of
banking business and, in addition, with respect to any Eurocurrency Rate Loan,
(a) a day on which dealings in the Dollar and the Optional Currencies are
carried on in the London interbank market or such other Eurocurrency Interbank
Market as may be selected by the Administrative Agent in its sole discretion
acting in good faith (and, if the Loan is denominated in Dollars, a day upon
which such clearing system as is determined by the Administrative Agent to be
suitable for clearing or settlement of the Dollar is open for business), (b) a
day on which Dollar settlements of such dealings may be effected in New York,
New York and London, England, and (c) a day on which dealings in Dollars and the
relevant Optional Currency and exchange can be carried on in the principal
financial center of the country in which such currency is legal tender.

          Capital Assets. Fixed assets, both tangible (such as land, buildings,
fixtures, machinery and equipment) and intangible (such as patents, copyrights,
trademarks, franchises and good will); provided that Capital Assets shall not
include any item customarily charged directly to expense or depreciated over a
useful life of twelve (12) months or less in accordance with GAAP.

          Capital Expenditures. Amounts paid or Indebtedness incurred by BGI or
any of its Subsidiaries in connection with the purchase or lease by BGI or any
of its Subsidiaries of Capital Assets that would be required to be capitalized
and shown on the balance sheet of such Person in accordance with GAAP, provided
that Capital Expenditures shall not include any expenditures made (a) to effect
any Acquisition, (b) with respect to the Existing Synthetic Lease Facility and
the New Synthetic Lease Facility in the event either or both facilities are
recharacterized as Capitalized Leases or (c) to acquire property out of the
Existing Synthetic Lease Facility.

          Capital Stock. Any and all shares, interests, participations or other
equivalents (however designated) of capital stock of a corporation, any and all
equivalent ownership interests in a Person (other than a corporation) and any
and all warrants, rights or options to purchase any of the foregoing.

          Capitalized Leases. Leases under which BGI or any of its Subsidiaries
is the lessee or obligor, the discounted future rental payment obligations under
which are required to be capitalized on the balance sheet of the lessee or
obligor in accordance with GAAP.

          CERCLA. See  ss. 7.17(a).

          Change of Control. An event or series of events by which any person or
group of persons (within the meaning of Section 13 or 14 of the Securities
Exchange Act of 1934) shall have acquired beneficial ownership (within the
meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission
under said Act), directly or indirectly, of thirty-five percent (35%) or more of
the outstanding shares of Capital Stock of BGI; or, during any period of twelve
consecutive calendar months, individuals who were directors of BGI on the first
day of such period (together with any new directors



<PAGE>
                                      -6-


whose election by the Board of Directors of BGI was approved by a vote of
sixty-six and two-thirds percent (66 2/3%) of the directors then still in office
who were either directors at the beginning of such period or whose election was
previously so approved) shall cease to constitute a majority of the board of
directors of BGI.

          Closing Date. The first date on which the conditions set forth in
ss. 11 have been satisfied and any Loans are to be made or any Letter of Credit
is to be issued hereunder.

          Closing Fee. See ss. 5.1.

          Closing Fee Letter. The closing fee letter dated as of the Closing
Date among BGI, the Syndication Agent and Fleet Securities, Inc. as co-arranger.

          Co-Borrower Loans. Revolving credit loans made or to be made by the
Lenders to the Co-Borrowers pursuant to ss. 2.1.1.

          Co-Borrower Note Record. A Record with respect to a Co-Borrower Note.

          Co-Borrower Notes.  See ss. 2.6.1.

          Co-Borrower Obligations. All indebtedness, obligations and liabilities
of the Co-Borrowers and their Subsidiaries to any of the Lenders, any of the
Agents, the Issuing Bank and the Swingline Lender individually or collectively,
existing on the date of this Credit Agreement or arising thereafter, direct or
indirect, joint or several, absolute or contingent, matured or unmatured,
liquidated or unliquidated, secured or unsecured, arising by contract, operation
of law or otherwise, arising or incurred under this Credit Agreement or any of
the other Loan Documents or any Hedging Agreement or in respect of any of the
Co-Borrower Loans made or Reimbursement Obligations incurred in respect of
Letters of Credit issued for the account of any of the Co-Borrowers or any of
the Co-Borrower Notes, Letter of Credit Applications, Letters of Credit or other
instruments at any time evidencing any thereof.

          Co-Borrowers.  As defined in the preamble hereto.

          Code.  The Internal Revenue Code of 1986.

          Commitment. With respect to each Lender, (a) for the period commencing
on the Closing Date and ending on the SunTrust Increase Date, the amount set
forth on Schedule 1(a) hereto, and (b) at any time from and after the SunTrust
Increase Date, the amount set forth on Schedule 1(b), in each case as the amount
of such Lender's commitment to make Revolving Credit Loans to, and to
participate in Swingline Loans and the issuance, extension and renewal of
Letters of Credit for the account of, the Borrowers, as the same may be
increased pursuant to ss. 2.3.2 hereof or reduced from time to time; or if such
commitment is terminated pursuant to the provisions hereof, zero.

          Commitment Percentage. For the period commencing on the Closing Date
and ending on the SunTrust Increase Date, "Commitment Percentage" shall mean the


<PAGE>
                                      -7-

percentage set forth on Schedule 1(a) hereto as such Lender's percentage of the
sum of the aggregate Commitments of all the Lenders. At any time from and after
the SunTrust Increase Date, "Commitment Percentage" shall mean the percentage
set forth on Schedule 1(b) hereto as such Lender's percentage of the aggregate
Commitments of all the Lenders.

          Competitive Bid Loan(s). A borrowing hereunder consisting of one or
more loans made in Dollars by any of the Lenders whose offer to make a loan as
part of such borrowing has been accepted by the Co-Borrowers under the auction
bidding procedure described in ss. 2.4 hereof.

          Competitive Bid Note.  See ss. 2.6.4.

          Competitive Bid Note Record.  A record attached to a Competitive Bid
Note.

          Competitive Bid Quote. An offer by a Lender to make a Competitive Bid
Loan in accordance with ss. 2.4 hereof.

          Competitive Bid Quote Request. A request by the Co-Borrowers for
Competitive Bid Quotes in accordance with ss. 2.4.1.2.

          Competitive Bid Rate. With respect to any Competitive Bid Quote, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid Quote.

          Competitive Bid Sublimit. $75,000,000.

          Compliance Certificate. See ss. 8.4(c).

          Consolidated or consolidated. With reference to any term defined
herein, shall mean that term as applied to the accounts of BGI and its
Subsidiaries, consolidated in accordance with GAAP.

          Consolidated EBITDA. With respect to any period, an amount equal to
the sum of (a) Consolidated Net Income of BGI and its Subsidiaries for such
period, (excluding (i) all extraordinary nonrecurring items of income, but not
losses (except to the extent such extraordinary losses are offset by such
extraordinary income) and (ii) income or loss of any Joint Venture to which BGI
or any of its Subsidiaries is a party), plus (b) in each case to the extent
deducted in the calculation of such Person's Consolidated Net Income and without
duplication, (i) depreciation and amortization for such period, plus (ii) income
tax expense for such period, plus (iii) Consolidated Total Interest Expense paid
or accrued during such period, all as determined in accordance with GAAP;
provided, however, that there shall be excluded in calculating Consolidated Net
Income for purposes of this definition any losses attributable to the use of a
fair value methodology for recognition and measurement of impairment of goodwill
not identified with impaired assets in accordance with Accounting Principles
Board Opinion No. 142.

<PAGE>

                                      -8-

         Consolidated Excess Cash Flow. With respect to BGI and its Subsidiaries
and any particular period, an amount equal to (a) Consolidated EBITDA for such
period plus if applicable, in-flows resulting from Net Working Capital Changes
for such period minus (b) the sum of, in each case for such period, (i) if
applicable, out-flows resulting from Net Working Capital Changes, (ii) to the
extent not already deducted in the determination of Consolidated EBITDA, Capital
Expenditures, (iii) any Restricted Payment Amount, (iv) cash payments for all
taxes paid during such period and (v) any mandatory repayments (whether
scheduled or otherwise) of principal on any Indebtedness of BGI or any of its
Subsidiaries paid or due and payable during such period.

          Consolidated Fixed Charges. With respect to BGI and its Subsidiaries
and for any period, the sum, without duplication, of (a) Consolidated Total
Interest Expense for such period, plus (b) Rent Expense, plus (c) Lease
Financing Rent Expense, plus (d) any and all scheduled repayments of principal
during such period in respect of Indebtedness that becomes due and payable or
that are to become due and payable during such period pursuant to any agreement
or instrument to which any Borrower or any of its Subsidiaries is a party
relating to (i) the borrowing of money or the obtaining of credit, including the
issuance of notes or bonds, (ii) the deferred purchase price of assets (other
than trade payables incurred in the ordinary course of business), (iii) in
respect of any Capitalized Leases, and (iv) Indebtedness of the type referred to
above of another Person guaranteed by BGI or any of its Subsidiaries. Demand
obligations shall be deemed to be due and payable during any fiscal period
during which such obligations are outstanding.

          Consolidated Free Cash Flow. With respect to any period, an amount
equal to (a) net cash provided by operations of a Person and its Subsidiaries
for such period (as set forth as a line item on such Person's consolidated
statement of cash flows in accordance with GAAP) minus (b) Capital Expenditures
made by such Person and its Subsidiaries during such period.

          Consolidated Net Income (or Deficit). The consolidated net income (or
deficit) of BGI and its Subsidiaries, after deduction of all expenses, taxes,
and other proper charges, determined in accordance with GAAP.

          Consolidated Operating Cash Flow. For any period, an amount equal to
the sum of (a) Consolidated EBITDA plus (b) Rent Expense and (c) Lease Financing
Rent Expense, in each case of BGI and its Subsidiaries for such period
determined in accordance with GAAP.

          Consolidated Tangible Net Worth. The excess of Consolidated Total
Assets over Consolidated Total Liabilities, and less the sum of:

          (a)   the total book value of all assets of BGI and its
Subsidiaries properly classified as intangible assets under GAAP, including such
items as good will, the purchase price of acquired assets in excess of the fair
market value thereof, trademarks,
<PAGE>
                                      -9-

trade names, service marks, brand names, copyrights, patents and licenses, and
rights with respect to the foregoing; plus

         (b) all amounts representing any write-up in the book value of any
assets of BGI or its Subsidiaries resulting from a revaluation thereof
subsequent to the Balance Sheet Date, excluding adjustments to translate foreign
assets and liabilities for changes in foreign exchange rates made in accordance
with Financial Accounting Standards Board Statement No. 52; plus

         (c) to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any subscriptions receivable.

         Consolidated Total Assets. The sum of (a) all assets ("consolidated
balance sheet assets") of BGI and its Subsidiaries determined on a consolidated
basis in accordance with GAAP, plus (b) without duplication, all sold
receivables referred to in clause (g) of the definition of the term
"Indebtedness" to the extent that such receivables would have been consolidated
balance sheet assets had they not been sold.

         Consolidated Total Funded Debt. With respect to BGI and its
Subsidiaries, the sum, without duplication, of (a) the aggregate amount of
Indebtedness of BGI and its Subsidiaries, on a consolidated basis, relating to
or in respect of (i) the borrowing of money or the obtaining of credit,
including the issuance of notes or bonds but excluding letters of credit
outstanding, (ii) the deferred purchase price of assets (other than trade
payables incurred in the ordinary course of business), and (iii) any Synthetic
Leases or any Capitalized Leases, plus (b) Indebtedness of the type referred to
in clause (a) of another Person guaranteed by any Borrower or any of its
Subsidiaries.

         Consolidated Total Interest Expense. For any period, the aggregate
amount of interest required to be paid or accrued by BGI and its Subsidiaries
during such period on all Indebtedness of BGI and its Subsidiaries outstanding
during all or any part of such period, whether such interest was or is required
to be reflected as an item of expense or capitalized, including payments
consisting of interest in respect of any Capitalized Lease or any Synthetic
Lease, and including commitment fees, agency fees, facility fees, balance
deficiency fees and similar fees or expenses in connection with the borrowing of
money.

         Consolidated Total Liabilities. All liabilities of BGI and its
Subsidiaries determined on a consolidated basis in accordance with GAAP and
classified as such on the consolidated balance sheet of BGI and its
Subsidiaries.

         Conversion Request. A notice given by the Borrowers to the
Administrative Agent of the Borrowers' election to convert or continue a
Revolving Credit Loan in accordance with ss. 2.8.

         Co-Syndication Agent.  As defined in the preamble hereto.

<PAGE>

                                      -10-


         Credit Agreement. This Multicurrency Revolving Credit Agreement,
including the Schedules and Exhibits hereto.

         Default.  See ss. 13.1.

         Delinquent Lender.  See ss. 14.5.3.

         Distribution. The declaration or payment of any dividend on or in
respect of any shares of any class of Capital Stock of a Person, other than
dividends payable solely in shares of common stock of such Person; the purchase,
redemption, defeasance, retirement or other acquisition of any shares of any
class of Capital Stock of a Person, directly or indirectly through a Subsidiary
of such Person or otherwise (including the setting apart of assets for a sinking
or other analogous fund to be used for such purpose); the return of capital by a
Person to its shareholders as such; or any other distribution on or in respect
of any shares of any class of Capital Stock of such Person.

         Documentation Agent.  As defined in the preamble hereto.

         Dollars or $. Dollars in lawful currency of the United States of
America.

         Dollar Equivalent. On any particular date, with respect to any amount
denominated in Dollars, such amount in Dollars, and with respect to any amount
denominated in currency other than Dollars, the amount (as conclusively
ascertained by the Administrative Agent absent manifest error) of Dollars which
could be purchased by the Administrative Agent (in accordance with its normal
banking practices) in the London foreign currency deposit market with such
amount of such currency at the Exchange Rate on such date.

         Domestic Lending Office. Initially, the office of each Lender
designated as such in Schedule 1 hereto; thereafter, such other office of such
Lender, if any, located within the United States that will be making or
maintaining Base Rate Loans.

         Domestic Subsidiary. Any Subsidiary of BGI organized under the laws of
the United States of America, any state or territory thereof or the District of
Columbia.

         Drawdown Date. The date on which any Loan is made or is to be made, and
the date on which any Loan is converted or continued in accordance with ss. 2.8.

         Eligible Assignee. Any of (a) a Lender, (b) an Affiliate of a Lender,
(c) an Approved Fund and (d) any other Person (other than a natural person)
approved by (i) the Syndication Agent, and (ii) unless a Default or an Event of
Default has occurred and is continuing, BGI (each such approval not to be
unreasonably withheld or delayed).

         Employee Benefit Plan. Any employee benefit plan within the meaning of
ss. 3(3) of ERISA maintained or contributed to by any Borrower or any ERISA
Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.

         Environmental Laws.  See ss. 7.17(a).

<PAGE>
                                      -11-

         EPA.  See ss. 7.17(b).

         ERISA.  The Employee Retirement Income Security Act of 1974.

         ERISA Affiliate. Any Person which is treated as a single employer with
any of the Borrowers under ss. 414 of the Code.

         ERISA Reportable Event. A reportable event with respect to a Guaranteed
Pension Plan within the meaning of ss. 4043 of ERISA and the regulations
promulgated thereunder.

         Euro or Euro. The euro referred to in the Council Regulation (EC) No.
1103/97 dated 17 June 1997 passed by the Council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of the Economic and Monetary Union.

         Eurocurrency Competitive Loan. A Competitive Bid Loan bearing interest
at a Eurocurrency Rate.


         Eurocurrency Interbank Market. Any lawful recognized market in which
deposits of the relevant Optional Currencies are offered by international
banking units of United States banking institutions and by foreign banking
institutions to each other and in which foreign currency and exchange operations
or eurocurrency funding operations are customarily conducted.

         Eurocurrency Lending Office. Initially, the office of each Lender
designated as such in Schedule 1 hereto; thereafter, such other office of such
Lender, if any, that shall be making or maintaining Eurocurrency Rate Loans.

         Eurocurrency Rate. With respect to amounts denominated in Dollars, the
Eurodollar Rate, and with respect to amounts denominated in any Optional
Currency, the International Eurocurrency Rate. The Eurocurrency Rate shall be
adjusted with respect to any Eurocurrency Rate Loan outstanding on the effective
date of any change in the Eurocurrency Reserve Percentage as of such effective
date. The Administrative Agent shall give prompt notice to the Borrowers and the
Lenders of the Eurocurrency Rate as determined or adjusted in accordance
herewith, which determination shall be conclusive absent manifest error.

         Eurocurrency Rate Loans. Loans bearing interest calculated by reference
to the Eurocurrency Rate.

         Eurocurrency Reserve Percentage. The maximum percentage (expressed as a
decimal rounded upward to the nearest 1/100 of 1%)) as determined by the
Administrative Agent which is in effect during any relevant period, as
prescribed by the Board of Governors of the Federal Reserve System (or any
successor) for determining the reserve requirements (including supplemental,
marginal and emergency reserve

<PAGE>

                                      -12-

requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities") of a member bank in such System.

         Eurodollar Rate. For any Interest Period with respect to a Eurocurrency
Rate Loan denominated in Dollars, the interest rate per annum determined by the
Administrative Agent by dividing (the resulting quotient rounded upward to the
nearest 1/100 of 1% per annum) (a) the rate of interest determined by the
Administrative Agent (which determination shall be conclusive absent manifest
error) to be the average of the London interbank offered rates of interest per
annum for U.S. Dollars set forth on Dow Jones Market Service display page 3750
or such other display page on the Dow Jones Market Service System as may replace
such page to evidence the average of rates quoted by banks designated by the
British Bankers' Association (or appropriate successor or, if the British
Bankers' Association or its successor ceases to provide such quotes, a
comparable replacement determined by the Administrative Agent) at 11:00 a.m.
(London time) two (2) Business Days prior to the first day of such Interest
Period for an amount comparable to such Eurocurrency Rate Loan and having a
borrowing date and a maturity comparable to such Interest Period by (b) a number
equal to 1.00 minus the Eurocurrency Reserve Percentage. The Eurodollar Rate may
also be expressed by the following formula:

                  Dow Jones Market Service page 3750 quoted by British Bankers'
     Eurodollar Rate    =           Association or appropriate successor
                                    ------------------------------------
                        1.00 - Eurocurrency Reserve Percentage

         Event of Default.  See ss. 13.1.

         Exchange Rate. With respect to any Optional Currency, at any date of
determination thereof, the spot rate of exchange in London that appears on the
display page applicable to such Optional Currency on the Reuters System (or such
other page as may replace such page on such service for the purpose of
displaying the spot rate of exchange in London) for the conversion of such
Optional Currency into Dollars; provided, however, that if there shall at any
time no longer exist such a page on such service, the Exchange Rate shall be
determined by reference to another similar rate publishing service selected by
the Administrative Agent.

         Existing Credit Agreement. The Amended and Restated Multicurrency
Credit Agreement dated as of March 28, 1995, amended and restated as of October
17, 1997, among BGI, Borders, Walden, Books Holding, the lenders party thereto,
PNC Bank, National Association in its capacity as Administrative Agent, for such
lenders from time to time parties thereto, The First National Bank of Chicago in
its capacity as Syndication Agent thereunder and Bankers Trust Company, as Real
Estate Administrative Agent thereunder.

         Existing Lease Credit Agreement. The Amended and Restated Credit
Agreement, dated as of November 22, 1995, amended and restated as of October 17,
1997, and further amended as of the Closing Date by the Omnibus Amendment, among
Wilmington Trust Company (not in its individual capacity, except as expressly
stated

<PAGE>

                                      -13-

therein, but solely as owner trustee) as borrower, the lenders parties thereto,
PNC Bank, National Association in its capacity as Administrative Agent for such
lenders from time to time parties thereto, The First National Bank of Chicago in
its capacity as Syndication Agent thereunder and Bankers Trust Company, as Real
Estate Administrative Agent thereunder.

         Existing Lease Financing Guarantee. The Amended and Restated Guarantee
Agreement, dated as of November 22, 1995, amended and restated as of October 17,
1997, and further amended as of the Closing Date by the Omnibus Amendment, by
and among Borders, Walden, BGI, Plant, BPI, WPI, Books Holding, Online, Outlet,
Fulfillment, and Library executed in favor of PNC Bank, National Association, as
Administrative Agent for the lenders from time to time parties to the Existing
Lease Credit Agreement.

         Existing Letters of Credit.  See ss. 4.7.

         Existing Participation Agreement. The Amended and Restated
Participation Agreement dated as of November 22, 1995, amended and restated as
of October 17, 1997, and further amended as of the Closing Date by the Omnibus
Amendment, among BGI, Borders, Walden, WPI, BPI, Wilmington Trust Company (not
in its individual capacity, except as expressly stated therein, but solely as
owner trustee), PNC Bank, National Association, as Administrative Agent for the
lenders from time to time parties to the Existing Lease Credit Agreement, The
First National Bank of Chicago in its capacity as Syndication Agent thereunder,
Bankers Trust Company in its capacity as Real Estate Administrative Agent
thereunder, and Sam Project Funding Corp. I, as investor thereunder.

         Existing Synthetic Lease Facility. The Synthetic Lease facility of BGI
and certain of its Subsidiaries evidenced by the Existing Synthetic Lease
Facility Documents.

         Existing Synthetic Lease Facility Documents. Collectively the Existing
Lease Credit Agreement, the Existing Lease Financing Guarantee, the Existing
Participation Agreement, the Omnibus Amendment and the other operative documents
referred to therein.

         Facility Fee.  See ss. 2.2.1.

         Federal Funds Effective Rate.  See the definition of "Base Rate".

         Fee Letters. The several fee letters (a) among BGI, Fleet and Fleet
Securities, Inc., as co-arranger dated as of the Closing Date and (b) between
BGI and PNC dated in January 2002, the Closing Fee Letter and all other letter
agreements between BGI and any party hereto under which the parties thereto
designate that such letter agreement is a fee letter for purposes of this Credit
Agreement.

         Fees. Collectively, the Facility Fee, the Utilization Fee, the Letter
of Credit Fees, the Closing Fee and the other fees referred to in the Fee
Letters.

<PAGE>

                                      -14-

         Financed Lease. A lease of real property, improvements on real property
or real property and improvements thereon by BGI or any of its Subsidiaries
entered into pursuant to the Existing Participation Agreement or the New Master
Agreement, as applicable.

         Financial Affiliate. A Subsidiary of the bank holding company
controlling any Lender, which Subsidiary is engaging in any of the activities
permitted by ss. 4(e) of the Bank Holding Company Act of 1956
(12 U.S.C. ss. 1843).

         Fiscal Quarter. The 13/14 week period commencing on the day after the
last day of the preceding Fiscal Quarter and ending on the Sunday (except with
respect to Walden, on the Saturday) preceding the last Wednesday in each of
April (first), July (second), October (third) and January (fourth) of each
Fiscal Year. As used herein, "FQ1 2xxx" refers to the first Fiscal Quarter of
the 2xxx Fiscal Year, "FQ2 2xxx" refers to the second Fiscal Quarter of the 2xxx
Fiscal Year and so on.

         Fiscal Year. The 52/53 week period commencing on the day after the last
day of the preceding Fiscal Year and ending on the Sunday (except with respect
to Walden, on the Saturday) preceding the last Wednesday in January. By way of
illustration, BGI's 2001 Fiscal Year ended January 27, 2002.

         Fixed Charge Coverage Ratio. As of any date of determination, the ratio
of (a) Consolidated Operating Cash Flow for the Reference Period most recently
ended to (b) Consolidated Fixed Charges for such Reference Period.

         Fixed Rate. With respect to any Competitive Bid Loan (other than a
Eurocurrency Competitive Loan), the fixed rate of interest per annum specified
by the Lender making such Competitive Bid Loan in its related Competitive Bid
Quote.

         Fixed Rate Competitive Loan. A Competitive Bid Loan bearing interest at
a Fixed Rate.

         Fleet. Fleet National Bank, a national banking association, in its
individual capacity.

         Foreign Subsidiary. Any Subsidiary of BGI organized under the laws of
any jurisdiction other than the United States of America, any state or territory
thereof or the District of Columbia.

         Fulfillment.  Borders Fulfillment, Inc., a Delaware corporation.

         Fund. Any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of its business.

         GAAP or generally accepted accounting principles. (a) When used in
ss. 10 and in the calculation of the Obligor Group Requirement, whether
directly or indirectly

<PAGE>

                                      -15-

through reference to a capitalized term used therein, means (i) principles that
are consistent with the principles promulgated or adopted by the Financial
Accounting Standards Board and its predecessors, in effect for the fiscal year
ended on the Balance Sheet Date, and (ii) to the extent consistent with such
principles, the accounting practice of BGI reflected in its financial statements
for the year ended on the Balance Sheet Date (unless otherwise agreed to by the
parties hereto as contemplated by ss. 1.3), and (b) when used in general, other
than as provided above, means principles that are (i) consistent with the
principles promulgated or adopted by the Financial Accounting Standards Board
and its predecessors, as in effect from time to time, and (ii) consistently
applied with past financial statements of BGI adopting the same principles,
provided that in each case referred to in this definition of "GAAP" a certified
public accountant would, insofar as the use of such accounting principles is
pertinent, be in a position to deliver an unqualified opinion (other than a
qualification regarding changes in GAAP) as to financial statements in which
such principles have been properly applied.

         Governing Documents. With respect to any Person, its certificate or
articles of incorporation or organization, its by-laws, or, as the case may be,
its certificate of formation, limited partnership certificate, operating
agreement, limited partnership agreement or other constitutive documents and all
shareholder agreements, voting trusts and similar arrangements applicable to any
of its Capital Stock.

         Governmental Authority. Any foreign, federal, state, regional, local,
municipal or other government, or any department, commission, board, bureau,
agency, public authority or instrumentality thereof, or any court or arbitrator.

         Guaranteed Obligations.  See ss. 6.1.

         Guaranteed Pension Plan. Any employee pension benefit plan within the
meaning of ss. 3(2) of ERISA maintained or contributed to by any Borrower or any
ERISA Affiliate the benefits of which are guaranteed on termination in full or
in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer
Plan.

         Guarantors. Each Co-Borrower, Planet, BPI, WPI, Online, Outlet,
Fulfillment, Library, BOI and any Subsidiary of BGI which executes a Joinder
Agreement as a Co-Borrower or a guarantor of all of the Obligations pursuant to
the provisions of this Credit Agreement after the Closing Date.

         Guaranty. The Guaranty set forth in ss. 6 of this Credit Agreement,
made by each Guarantor in favor of the Lenders, the Issuing Bank and the Agents
pursuant to which each Guarantor guaranties to the Lenders, the Issuing Bank and
the Agents the payment and performance of the Obligations and in form and
substance satisfactory to the Lenders, the Issuing Bank and the Agents.

         Hazardous Substances.  See ss. 7.17(b).

         Hedging Agreement. Any interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate futures contract,
interest rate


<PAGE>

                                      -16-

option agreement, interest rate exchange agreement, forward currency exchange
agreement, forward rate currency agreement or other similar agreement or
arrangement to which BGI or any of its Subsidiaries is a party, designed to
protect BGI or any of its Subsidiaries against fluctuations in interest rates,
exchange rates or forward rates.

         Indebtedness. As to any Person and whether recourse is secured by or is
otherwise available against all or only a portion of the assets of such Person
and whether or not contingent, but without duplication:

                  (a) every obligation of such Person for money borrowed,

                  (b) every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         incurred in connection with the acquisition of property, assets or
         businesses,

                  (c) every reimbursement obligation of such Person with respect
         to letters of credit, bankers' acceptances or similar facilities issued
         for the account of such Person,

                  (d) every obligation of such Person issued or assumed as the
         deferred purchase price of property or services (including securities
         repurchase agreements but excluding trade accounts payable or accrued
         liabilities arising in the ordinary course of business which are not
         overdue or which are being contested in good faith),

                  (e) every obligation of such Person under any Capitalized
         Lease,

                  (f) every obligation of such Person under any Synthetic Lease,

                  (g) all sales by such Person of (i) accounts or general
         intangibles for money due or to become due, (ii) chattel paper,
         instruments or documents creating or evidencing a right to payment of
         money or (iii) other receivables (collectively "receivables"), whether
         pursuant to a purchase facility or otherwise, other than in connection
         with the disposition of the business operations of such Person relating
         thereto or a disposition of defaulted receivables for collection and
         not as a financing arrangement, and together with any obligation of
         such Person to pay any discount, interest, fees, indemnities,
         penalties, recourse, expenses or other amounts in connection therewith,

                  (h) every obligation of such Person (an "equity related
         purchase obligation") to purchase, redeem, retire or otherwise acquire
         for value any shares of Capital Stock issued by such Person or any
         rights measured by the value of such Capital Stock,

                  (i) every obligation of such Person under any forward
         contract, futures contract, swap, option or other financing agreement
         or arrangement (including, without limitation, caps, floors, collars
         and similar agreements), the

<PAGE>

                                      -17-

         value of which is dependent upon interest rates, currency exchange
         rates, commodities or other indices (a "derivative contract"),

                  (j) every obligation in respect of Indebtedness of any other
         entity (including any partnership in which such Person is a general
         partner) to the extent that such Person is liable therefor as a result
         of such Person's ownership interest in or other relationship with such
         entity, except to the extent that the terms of such Indebtedness
         provide that such Person is not liable therefor and such terms are
         enforceable under applicable law,

                  (k) every obligation, contingent or otherwise, of such Person
         guaranteeing, or having the economic effect of guarantying or otherwise
         acting as surety for, any obligation of a type described in any of
         clauses (a) through (j) (the "primary obligation") of another Person
         (the "primary obligor"), in any manner, whether directly or indirectly,
         and including, without limitation, any obligation of such Person (i) to
         purchase or pay (or advance or supply funds for the purchase of) any
         security for the payment of such primary obligation, (ii) to purchase
         property, securities or services for the purpose of assuring the
         payment of such primary obligation, or (iii) to maintain working
         capital, equity capital or other financial statement condition or
         liquidity of the primary obligor so as to enable the primary obligor to
         pay such primary obligation.

         The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than BGI or any of its Wholly-owned Subsidiaries) thereof,
excluding amounts representative of yield or Interest earned on such investment,
(w) any Synthetic Lease shall be the stipulated loss value, termination value or
other equivalent amount, (x) any derivative contract shall be the maximum amount
of any termination or loss payment required to be paid by such Person if such
derivative contract were, at the time of determination, to be terminated by
reason of any event of default or early termination event thereunder, whether or
not such event of default or early termination event has in fact occurred, (y)
any equity related purchase obligation shall be the maximum fixed redemption or
purchase price thereof inclusive of any accrued and unpaid dividends to be
comprised in such redemption or purchase price and (z) any guaranty or other
contingent liability referred to in clause (k) shall be an amount equal to the
stated or determinable amount of the primary obligation in respect of which such
guaranty or other contingent obligation is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder) as determined by such
Person in good faith.


<PAGE>

                                      -18-


         Interest Payment Date. (a) As to any Base Rate Loan, the first day of
the calendar quarter for the immediately preceding calendar quarter with respect
to interest accrued during such calendar quarter, including, without limitation,
the calendar quarter which includes the Drawdown Date of such Base Rate Loan;
(b) as to any Eurocurrency Rate Loan (other than a Eurocurrency Competitive
Loan) in respect of which the Interest Period is (i) 3 months or less, the last
day of such Interest Period and (ii) more than 3 months, the date that is 3
months from the first day of such Interest Period and, in addition, the last day
of such Interest Period, (c) as to any Competitive Bid Loan, on the last day of
the Interest Period applicable thereto; and (d) with respect to any Swingline
Loan, on the first day of each calendar month with respect to interest accrued
during the previous calendar month and on the Swingline Expiry Date.

         Interest Period. With respect to each Loan, (a) initially, the period
commencing on the Drawdown Date of such Loan and ending on the last day of one
of the periods set forth below, as selected by the Borrowers in a Loan Request
or as otherwise required by the terms of this Credit Agreement (i) for any Base
Rate Loan, the last day of the calendar quarter; (ii) for any Eurocurrency Rate
Loan, 7 days, 14 days, 1, 2, 3 or 6 months; and (iii) for any Competitive Bid
Loan, from 7 through 90 days and (b) thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to such Loan and
ending on the last day of one of the periods set forth above, as selected by the
Borrowers in a Conversion Request; provided that all of the foregoing provisions
relating to Interest Periods are subject to the following:

         (A) if any Interest Period with respect to a Eurocurrency Rate Loan
would otherwise end on a day that is not a Business Day, that Interest Period
shall be extended to the next succeeding Business Day unless the result of such
extension would be to carry such Interest Period into another calendar month, in
which event such Interest Period shall end on the immediately preceding Business
Day;

         (B) if any Interest Period with respect to a Base Rate Loan would end
on a day that is not a Business Day, that Interest Period shall end on the next
succeeding Business Day;

         (C) if the Borrowers shall fail to give notice as provided in ss. 2.8
with respect to Revolving Credit Loans denominated in Dollars, the Borrowers
shall be deemed to have requested a conversion of the affected Eurocurrency Rate
Loan denominated in Dollars to a Base Rate Loan denominated in Dollars and the
continuance of all Base Rate Loans as Base Rate Loans on the last day of the
then current Interest Period with respect thereto;

         (D) any Interest Period relating to any Eurocurrency Rate Loan that
begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such
Interest Period) shall end on the last Business Day of a calendar month; and

         (E) any Interest Period that would otherwise extend beyond the Maturity
Date shall end on the Maturity Date.

<PAGE>

                                      -19-


         International Eurocurrency Rate. For any Interest Period with respect
to a Eurocurrency Rate Loan denominated in any Optional Currency, the rate of
interest equal to (a) the applicable British Bankers' Association Interest
Settlement Rate for deposits in the applicable Optional Currency appearing on
Reuters Screen FRBD or the applicable Reuters Screen for such Optional Currency
as of 11:00 a.m. (London time) two (2) Business Days prior to the first day of
such Interest Period, and having a maturity equal to such Interest Period,
provided, however, (i) if Reuters Screen FRBD or the applicable Reuters Screen
for such Optional Currency is not available to the Administrative Agent, as the
case may be, for any reason, the applicable International Eurocurrency Rate for
the relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in the applicable Optional
Currency as reported by any other generally recognized financial information
service as of 11:00 a.m. (London time) 2 (two) Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, and (ii) if no such British Bankers' Association Interest Settlement
Rate is available, the applicable International Eurocurrency Rate for the
relevant Interest Period shall be the rate determined by the Administrative
Agent, as the case may be, to be the rate at which the Administrative Agent
offers to place deposits in the applicable Optional Currency with first-class
banks in the London interbank market at approximately 11:00 a.m. (London time)
two Business Days prior to the first day of such Interest Period, in the
approximate amount of the Administrative Agent's relevant Eurocurrency Rate Loan
and having a maturity equal to such Interest Period, divided by (b) a number
equal to 1.00 minus the Eurocurrency Reserve Percentage, if applicable.

         Investments. All expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be deducted in respect of each such Investment any amount received as a
return of capital (but only by repurchase, redemption, retirement, repayment,
liquidating dividend or liquidating distribution); (c) there shall not be
deducted in respect of any Investment any amounts received as earnings on such
Investment, whether as dividends, interest or otherwise; (d) there shall not be
deducted from the aggregate amount of Investments any decrease in the value
thereof; and (e) the amount of any Investment made by a transfer of property
shall be valued at the fair market value of such transferred property at the
time of such transfer.

         Invitation for Competitive Bid Quotes.  See ss. 2.4.1.3.

         Issuing Bank. Fleet, in its capacity as issuer of Letters of Credit
pursuant to ss. 4, PNC, solely in its capacity as issuer of the Existing Letters
of Credit, or, in the event that Fleet is unable to issue a Letter of Credit,
any other Lender selected by the Bank Agents to issue such Letter of Credit with
the consent of the Borrowers and such Lender.

<PAGE>

                                      -20-


         Joinder Agreements. Joinder agreements in substantially the form of
Exhibit G-1 or Exhibit G-2 hereto pursuant to which Subsidiaries of BGI become
parties to and agree to be bound by the provisions of this Credit Agreement as a
Co-Borrower and a Guarantor, a UK Borrower or an Australian Borrower.

         Joint Venture. Any corporation, partnership, limited liability company,
joint venture or other entity in which BGI and its Subsidiaries own not more
than 50% of the capital stock, partnership interests, membership interests or
other ownership interests and which does not meet the definition of "Subsidiary"
herein.

         Kmart. Kmart Corporation, a Michigan corporation.

         Kmart Agreements. The Kmart Indemnity and the Kmart Tax Agreement.

         Kmart Indemnity. That certain Lease Guaranty, Indemnification and
Reimbursement Agreement, dated May 24, 1995, as amended, among BGI, one or more
of the other Borrowers and Kmart.

         Kmart Tax Agreement. That certain Tax Allocation and Indemnification
Agreement, dated May 24, 1995, between BGI and Kmart.

         Lease Financing Rent Expense. All Basic Rent (as defined in the
Existing Lease Credit Agreement) and Basic Rent (as defined in the New Master
Agreement) payable by BGI and its Subsidiaries, as lessee or sublessee under a
Financed Lease and any rent payable by BGI and its Subsidiaries under Ground
Leases (as defined in each of the Existing Lease Credit Agreement and the New
Master Agreement).

         LC Exposure. At any time, the sum of (a) the aggregate Maximum Drawing
Amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all Unpaid Reimbursement Obligations at such time. The LC Exposure of
any Lender at any time shall be its Commitment Percentage of the total LC
Exposure at such time.

         Lender Affiliate. With respect to any Lender, (a) an Affiliate of such
Lender or (b) any Approved Fund.

         Lenders. Fleet and the other lending institutions listed on Schedule 1
hereto and any other Person who becomes an assignee of any rights and
obligations of a Lender pursuant to ss. 15. Unless the context otherwise
requires, the term "Lenders" includes the Swingline Lender.

         Letter of Credit.  See ss. 4.1.1.

         Letter of Credit Application.  See ss. 4.1.1.

         Letter of Credit Fee.  See ss. 4.6.

         Letter of Credit Participation.  See ss. 4.1.4.

<PAGE>

                                      -21-

         Leverage Ratio. As at any date of determination, the ratio of (a)
Consolidated Total Funded Debt outstanding on such date to (b) Consolidated
EBITDA for the Reference Period ending on such date.

         Library. The Library, Ltd., a Missouri corporation.

         Lien. Any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise, but excluding any right of set off pursuant
to agreements entered into in the ordinary course of business), or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any
Capitalized Lease, any Synthetic Lease, any financing lease involving
substantially the same economic effect as any of the foregoing and the filing of
any financing statement under the UCC or comparable law of any jurisdiction).

         Loan Documents. This Credit Agreement, the Notes, the Letter of Credit
Applications, the Letters of Credit, the Joinder Agreements and any other
instruments, certificates or documents delivered or contemplated to be delivered
hereunder or thereunder or in connection herewith or therewith (excluding
Hedging Agreements).

         Loan Request. A Revolving Credit Loan Request, a Swingline Loan Request
or a Notice of Competitive Bid Borrowing, as applicable.

         Loans. The Revolving Credit Loans, the Competitive Bid Loans and the
Swingline Loans.

         Mandatory Costs. With respect to any Lender, Agent or the Issuing Bank,
any cost of compliance by such Lender, Agent or the Issuing Bank with (a) the
requirements of the Bank of England and/or the Financial Services Authority (or,
in either case, any other authority which replaces all or any of its functions)
and/or (b) the requirements of the European Central Bank.

         Margin. With respect to any Competitive Bid Loan bearing interest at a
rate based on the Eurocurrency Rate, the marginal rate of interest, if any, to
be added or subtracted from the Eurocurrency Rate to determine the rate of
interest applicable to such Competitive Bid Loan, as specified by the Lender
making such Competitive Bid Loan in its related Competitive Bid Quote.

         Material Adverse Effect. With respect to any event or occurrence of
whatever nature (including any adverse determination in any litigation,
arbitration or governmental investigation or proceeding):

         (a) a material adverse effect on the business, properties, prospects,
condition (financial or otherwise), assets, operations or income of any of the
Borrowers, individually or the Borrowers and their Subsidiaries, taken as a
whole;

<PAGE>

                                      -22-


         (b) a material adverse effect on the ability of any of the Borrowers or
any of their Subsidiaries, individually and taken as a whole, to perform any of
their respective Obligations under any of the Loan Documents to which it is a
party; or

         (c) any impairment of the validity, binding effect or enforceability of
this Credit Agreement or any of the other Loan Documents or any impairment of
the rights, remedies or benefits available to any Agent, the Issuing Bank or any
Lender under any Loan Document.

         Maturity Date. June 21, 2005, as the same may be extended in the sole
discretion of the Lenders pursuant to ss. 2.11.

         Maximum Drawing Amount. The maximum aggregate amount that the
beneficiaries may at any time draw under outstanding Letters of Credit, as such
aggregate amount may be reduced from time to time pursuant to the terms of the
Letters of Credit.

         Moody's. Moody's Investors Services, Inc.

         Multiemployer Plan. Any multiemployer plan within the meaning
of ss. 3(37) of ERISA maintained or contributed to by any Borrower or any ERISA
Affiliate.

         Net Working Capital Changes. With respect to BGI and its Subsidiaries,
for any fiscal period and without duplication, the difference (expressed as a
positive or a negative number) of (a) the sum of (i) both billed and unbilled
Accounts Receivable plus (ii) inventory of BGI and its Subsidiaries and other
current assets considered part of working capital in accordance with GAAP, minus
(iii) current accounts payable of BGI and its Subsidiaries, minus (iv) current
accruals and accretions (exclusive of interest accruals and accretions) of BGI
and its Subsidiaries, in each case, for such fiscal period, minus (b) the sum of
(i) both billed and unbilled Accounts Receivable, plus, (ii) inventory of BGI
and its Subsidiaries and other current assets considered part of working capital
in accordance with GAAP, minus (iii) current accounts payable of BGI and its
Subsidiaries, minus (iv) current accruals and accretions (exclusive of interest
accruals and accretions) of BGI and its Subsidiaries, in each case, for the
fiscal period of equal duration immediately prior to such fiscal period.

         New Lease Guaranty. The Guaranty Agreement dated as of the Closing Date
entered into by BGI and certain Subsidiaries of BGI in favor of the lenders
parties to the New Lease Loan Agreement and SunTrust Bank as agent for such
lenders and in form and substance satisfactory to the Syndication Agent.

         New Lease Loan Agreement. The Loan Agreement dated as of the Closing
Date among Atlantic Financial Group, Ltd., the lenders party thereto and
SunTrust Bank as agent for such lenders and in form and substance satisfactory
to the Syndication Agent.

         New Master Agreement. The Master Agreement dated as of the Closing Date
by and among Borders and certain of BGI's Subsidiaries as lessees, BGI and
certain of its

<PAGE>

                                      -23-


Subsidiaries as guarantors, Atlantic Financial Group, Ltd., as lessor, the
lenders parties to the New Lease Loan Agreement, Fleet as co-arranger and
syndication agent for such lenders and SunTrust Bank as co-arranger,
documentation agent and agent for such lenders and in form and substance
satisfactory to the Syndication Agent.

         New Synthetic Lease Documents. The New Lease Loan Agreement, the New
Lease Guaranty, the New Master Agreement and the other Operative Documents as
defined therein, each in form and substance satisfactory to the Syndication
Agent.

         New Synthetic Lease Facility. The Synthetic Lease facility agented by
SunTrust Bank to be entered into by BGI and certain of its Subsidiaries on the
Closing Date pursuant to the New Synthetic Lease Documents with a total facility
amount not to exceed $75,000,000.

         Non-U.S. Lender. See ss. 5.3.3.

         Notes. The Co-Borrower Notes, the Australian Notes, the UK Notes, the
Competitive Bid Notes and the Swingline Note.

         Notice of Competitive Bid Borrowing. See ss. 2.4.1.6.

         Obligations. Singly, any of, and collectively, all of the Co-Borrower
Obligations, the Australian Obligations and the UK Obligations.

         Obligor Group. Collectively, BGI, the other Co-Borrowers and the
Guarantors (including any Subsidiary of BGI which as of any date of
determination has become a Guarantor pursuant to the provisions of this Credit
Agreement).

         Obligor Group Requirement. The requirement that Consolidated Free Cash
Flow of the Obligor Group for each Reference Period shall not be less than 85%
of Consolidated Free Cash Flow of BGI and its Subsidiaries for such Reference
Period.

         OC Notice.  See ss. 2.10.1.

         Omnibus Amendment. The Omnibus Amendment, dated as of the Closing Date,
among BGI, Borders, Walden, WPI, BPI, Wilmington Trust Company, as owner
trustee, SAM Project Funding Corp. I, Bank One, N.A., Bankers Trust Company,
SunTrust Bank, Fleet and the other lenders party thereto.

         Online. Borders Online, LLC, a Delaware limited liability company.

         Optional Currency. Each of the following types of currency: Euros,
Australian Dollars ("AUD"), British Pounds Sterling ("GBP"), Canadian Dollars
("CAD"), Japanese Yen ("JPY"), New Zealand Dollars ("NZD"), or Singaporean
Dollars ("SGD").

         outstanding. With respect to the Loans, the aggregate unpaid principal
thereof as of any date of determination.

<PAGE>

                                      -24-

         Outlet.  Borders Outlet, Inc., a Colorado corporation.

         Overnight Rate. For any day, (a) as to Loans denominated in Dollars,
the Federal Funds Effective Rate, and (b) as to Loans denominated in an Optional
Currency, the rate of interest per annum at which overnight deposits in the
applicable Optional Currency, in an amount approximately equal to the amount
with respect to which such rate is being determined, would be offered for such
day by the Administrative Agent to major banks in the London interbank market.

         Participant. See ss. 15.4.

         PBGC. The Pension Benefit Guaranty Corporation created by ss. 4002 of
ERISA and any successor entity or entities having similar responsibilities.

         Permitted Joint Venture Activity. Any Investment by BGI or any
Subsidiary of BGI in any Joint Venture provided that (a) the aggregate amount of
all such Investments does not at any time exceed 15% of Consolidated Tangible
Net Worth, determined as of the last day of the Fiscal Quarter most recently
ended and (b) both before and after giving effect to such Investment, the
Borrowers are in compliance with the Obligor Group Requirement.

         Permitted Liens.  Liens permitted by  ss. 9.2.

         Person. Any individual, corporation, limited liability company,
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

         Planet. Planet Music, Inc., a North Carolina corporation.

         PNC. PNC Bank, National Association, in its individual capacity.

         Property. Any and all property, whether real, personal, tangible,
intangible or mixed, both owned and leased pursuant to Capitalized Leases, of
any Person.

         RCRA. See ss. 7.18(a).

         Real Estate. All real property at any time owned or leased (as lessee
or sublessee) by BGI or any of its Subsidiaries.

         Record. The grid attached to a Note, or the continuation of such grid,
or any other similar record, including computer records, maintained by any
Lender with respect to any Loan referred to in such Note.

         Reference Period. As of any date of determination, the period of four
(4) consecutive fiscal quarters of BGI and its Subsidiaries ending on such date,
or if such date is not a fiscal quarter end date, the period of four (4)
consecutive fiscal quarters most recently ended (in each case treated as a
single accounting period).

         Register.  See  ss. 15.3.

<PAGE>

                                      -25-


         Reimbursement Obligation. The Borrowers' obligation to reimburse the
Administrative Agent, the Issuing Bank and the Lenders on account of any drawing
under any Letter of Credit as provided in ss. 4.2.

         Related Parties. With respect to any specified Person, such Person's
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person's Affiliates.

         Rent Expense. All fixed rents payable by BGI and its Subsidiaries, as
lessee or sublessee under a lease of Property (other than rents payable under
Financed Leases), exclusive of any amounts required to be paid by BGI and its
Subsidiaries (whether or not designated as rents or additional rents) on account
of maintenance, repairs, insurance, taxes, assessments, utilities, operating and
labor costs, and similar charges. Fixed rents under any so-called "percentage
leases" shall be computed based on the actual amount of rent paid, and not on
the basis of the minimum rents, if any, required to be paid by the lessee
regardless of sales volume or gross revenues. The term Rent Expense shall
exclude any payments made in respect of any Capitalized Lease.

         Required Lenders. As of any date, the Lenders having Revolving Credit
Exposures and unused Commitments representing more than fifty (50%) of the sum
of the total Revolving Credit Exposures and unused Commitments at such time;
provided that if, at the time Required Lenders is being determined, the
Commitments shall have terminated in full, then the outstanding Loans of the
Lenders shall be included in their respective Revolving Credit Exposures in
determining the Required Lenders.

         Restricted Payment. In relation to BGI and its Subsidiaries, any (a)
Distribution, or (b) derivatives or other transactions with any financial
institution, commodities or stock exchange or clearinghouse (a "Derivatives
Counterparty") obligating BGI or any of its Subsidiaries to make payments to
such Derivatives Counterparty as a result of any change in market value of any
Capital Stock of BGI or such Subsidiary.

         Restricted Payment Amount. (a) An amount not to exceed $100,000,000 in
aggregate amount over the term of this Credit Agreement and the sum of
$50,000,000 in any Fiscal Year plus (b) the aggregate amount paid to BGI
(whether in cash or in shares of BGI's stock), from time to time and at any time
since the Closing Date, by officers, employees or directors of BGI or any of its
Subsidiaries in connection with the exercise of options to purchase shares of
BGI's stock, plus (c) the realized tax benefit (as calculated by BGI in a manner
satisfactory to the Bank Agents, for tax years ending after the Closing Date
resulting from the exercise of such options or resulting from the lapse of
restrictions on (and vesting of rights in) certain shares of BGI's stock subject
to the Management Stock Purchase Plan or any similar successor plan from time to
time and at any time since January 28, 2002. For purposes of calculating the
Restricted Payment Amount, to the extent shares of BGI's stock are delivered to
BGI in payment of the exercise price of options, or in payment of taxes
associated with the exercise of options or the vesting of restricted shares,
such delivered shares are deemed to be repurchased by BGI at fair market value
(as defined in BGI's stock option plan) on the date of

<PAGE>

                                      -26-


delivery to BGI. Such delivered share repurchases will serve to reduce the
available Restricted Payment Amount.

         Revolving Credit Exposure. With respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender's Revolving Credit Loans
and its LC Exposure and Swingline Exposure at such time.

         Revolving Credit Loan Request.  See ss. 2.1.2.

         Revolving Credit Loans. The Co-Borrower Loans, the Australian Loans and
the UK Loans.

         Same Day Funds. With respect to disbursements and payments in (a)
Dollars, immediately available funds, and (b) any Optional Currency, same day or
other funds as may be determined by the Administrative Agent to be customary in
the place of disbursement or payment for the settlement of international banking
transactions in the relevant Optional Currency.

         SARA.  See ss. 7.17(a).

         Solvent. With respect to any Person on a particular date, that on such
date (a) the fair value of the Property of such Person is greater than the total
amount of liabilities, including, without limitation, contingent liabilities, of
such Person, (b) the present fair saleable value of the assets of such Person is
not less than the amount that will be required to pay the probable liability of
such Person on its debts as they become absolute and matured, (c) such Person is
able to realize upon its assets and pay its debts and other liabilities,
contingent obligations and other commitments as they mature in the normal course
of business, (d) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities mature, and (e) such Person is not engaged in business or
a transaction, and is not about to engage in business or a transaction, for
which such Person's property would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

         S&P. Standard & Poor's Ratings Group.

         Subsidiary. With respect to any Person (the "parent") at any date, any
corporation, limited liability company, partnership, association or other entity
the accounts of which would be consolidated with those of the parent in the
parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than 50%
of the equity or more than 50% of the ordinary voting power or, in the case of a
partnership, more than 50% of the general

<PAGE>

                                      -27-


partnership interests are, as of such date, owned, controlled or held, or (b)
that is, as of such date, otherwise controlled, by the parent or one or more
subsidiaries of the parent or by the parent and one or more subsidiaries of the
parent.

         SunTrust Increase Date. The date on which the SunTrust Portion is
repaid in full and the outstanding principal amount of the Existing Synthetic
Lease Facility is permanently reduced to $75,000,000.

         SunTrust Portion. That portion of the Existing Synthetic Lease Facility
in the principal amount of not more than $25,000,000 which is to be refinanced
or otherwise repaid by BGI and certain of its Subsidiaries not later than
November 1, 2002.

         Swingline Lender. PNC in its capacity as lender of Swingline Loans
hereunder.

         Swingline Expiry Date. The date which is five (5) Business Days prior
to the Maturity Date.

         Swingline Exposure. At any time, the aggregate principal amount of all
Swingline Loans outstanding at such time. The Swingline Exposure of any Lender
at any time shall be its Commitment Percentage of the total Swingline Exposure
at such time.

         Swingline Loan. Any loan made by the Swingline Lender to the
Co-Borrowers pursuant to ss. 2.5.1 hereof.

         Swingline Loan Request.  See ss. 2.5.2.

         Swingline Note.  See ss. 2.6.5.

         Swingline Note Record.  A record attached to the Swingline Note.

         Swingline Sublimit.  $25,000,000.

         Syndication Agent's Special Counsel. Bingham Dana LLP or such other
counsel as may be approved by the Syndication Agent.

         Synthetic Lease. Any lease of goods or other property, whether real or
personal, which is treated as an operating lease under GAAP and as a loan or
financing for U.S. income tax purposes.

         Total Commitment. The sum of the Commitments of the Lenders, as in
effect from time to time. For the period commencing on the Closing Date through
the SunTrust Increase Date, the Total Commitment shall be $375,000,000, unless
otherwise reduced, terminated or increased pursuant to the provisions of this
Credit Agreement. At any time from and after the SunTrust Increase Date, the
Total Commitment shall be $400,000,000, unless otherwise reduced, terminated or
increased pursuant to the provisions of this Credit Agreement.

<PAGE>

                                      -28-


     Total Facility Usage. At any time, the sum of the Revolving Credit
Loans outstanding, the LC Exposure, the Swingline Loans outstanding and the
Competitive Bid Loans outstanding.

         Type. As to any Revolving Credit Loan, its nature as a Base Rate Loan
or a Eurocurrency Rate Loan and as to any Competitive Bid Loan, its nature as a
Fixed Rate Competitive Loan or a Eurocurrency Competitive Loan.

         UK/Australian Sublimit. $100,000,000 (or the Optional Currency
equivalent thereof).

         UK Borrower. As defined in the preamble hereto.

         UK Guaranteed Obligations. See ss. 6.1.

         UK Loans. Revolving credit loans made or to be made by the Lenders to
the UK Borrower pursuant to ss. 2.1.1.

         UK Obligations. All indebtedness, obligations and liabilities of the UK
Borrower to any of the Lenders, any of the Agents and the Issuing Bank
individually or collectively, existing on the date of this Credit Agreement or
arising thereafter, direct or indirect, joint or several, absolute or
contingent, matured or unmatured, liquidated or unliquidated, secured or
unsecured, arising by contract, operation of law or otherwise, arising or
incurred under this Credit Agreement or any of the other Loan Documents or any
Hedging Agreement or in respect of any of the UK Loans made or Reimbursement
Obligations incurred in respect of Letters of Credit issued for the account of
the UK Borrower or any of the UK Notes, Letter of Credit Applications, Letters
of Credit or other instruments at any time evidencing any thereof.

         UK Note. See ss. 2.6.3.

         UK Note Record. A Record with respect to the UK Note.

         Unpaid Reimbursement Obligation. Any Reimbursement Obligation for which
the Borrowers do not reimburse the Administrative Agent, the Issuing Bank and
the Lenders on the date specified in, and in accordance with, ss. 4.2.

         Utilization Fee. See ss. 2.2.2.

         Walden.  As defined in the preamble hereto.

         Wholly-owned Subsidiary. Any Subsidiary of BGI of which all of the
outstanding shares of capital stock or other equity interests are owned by BGI
(whether directly or through one or more Wholly-owned Subsidiaries of BGI)
except for directors' qualifying shares in jurisdictions where such qualifying
shares are required.

         WPI. Waldenbooks Properties, Inc., a Delaware corporation.

<PAGE>
                                      -29-


         1.2.  RULES OF INTERPRETATION.

         (a) A reference to any document or agreement shall include such
document or agreement as amended, modified or supplemented from time to time in
accordance with its terms and the terms of this Credit Agreement.

         (b) The singular includes the plural and the plural includes the
singular.

         (c) A reference to any law includes any amendment or modification to
such law.

         (d) A reference to any Person includes its permitted successors and
permitted assigns.

         (e) Accounting terms not otherwise defined herein have the meanings
assigned to them by GAAP applied on a consistent basis by the accounting entity
to which they refer.

         (f) The words "include", "includes" and "including" are not limiting.

         (g) All terms not specifically defined herein or by GAAP, which terms
are defined in the Uniform Commercial Code as in effect in the Commonwealth of
Massachusetts, have the meanings assigned to them therein, with the term
"instrument" being that defined under Article 9 of the Uniform Commercial Code.

         (h) Reference to a particular "ss." refers to that section of this
Credit Agreement unless otherwise indicated.

         (i) The words "herein", "hereof", "hereunder" and words of like import
shall refer to this Credit Agreement as a whole and not to any particular
section or subdivision of this Credit Agreement.

         (j) Unless otherwise expressly indicated, in the computation of periods
of time from a specified date to a later specified date, the word "from" means
"from and including," the words "to" and "until" each mean "to but excluding,"
and the word "through" means "to and including."

         (k) This Credit Agreement and the other Loan Documents may use several
different limitations, tests or measurements to regulate the same or similar
matters. All such limitations, tests and measurements are, however, cumulative
and are to be performed in accordance with the terms thereof.

         (l) This Credit Agreement and the other Loan Documents are the result
of negotiation among, and have been reviewed by counsel to, among others, the
Bank Agents and the Borrowers and are the product of discussions and
negotiations among all parties. Accordingly, this Credit Agreement and the other
Loan Documents are not intended to be construed against any Agent or any of the
Lenders merely on account of any Agent's or any Lender's involvement in the
preparation of such documents.

<PAGE>

                                      -30-

         1.3. ACCOUNTING PRINCIPLES. Except as otherwise provided in this Credit
Agreement, all computations and determinations as to accounting or financial
matters and all financial statements to be delivered pursuant to this Credit
Agreement shall be made and prepared in accordance with GAAP (including
principles of consolidation where appropriate); provided, however, that if any
change in GAAP or the application thereof occurs hereafter, or if BGI adopts a
change to its accounting principles or methods with the agreement of its
independent certified public accountants, and such change results in a change in
the calculation of any financial covenant or restriction set forth herein, then
the parties hereto agree to enter into and diligently pursue negotiations in
order to amend such financial covenant or restriction so as to equitably reflect
such change, with the desired result that the criteria for evaluating the
financial condition and results of operations of BGI and its Subsidiaries shall
be the same after such change as if such change had not been made. Pending the
resolution of any such negotiations, the Borrowers agree to provide to each of
the Lenders such unaudited financial information and pro forma statements using
the accounting methods and principles used in the preparation of the audited
financial statements for the fiscal year ended as of the Balance Sheet Date, as
are necessary to enable the Lenders to test the financial covenants contained
herein.

         1.4. PRO FORMA BASIS. In connection with any proposed Acquisition, the
financial covenants described in ss. 9.3(i) hereof and the Obligor Group
Requirement shall be calculated by BGI and its Subsidiaries (including the
business, business division or Person to be acquired as though such business,
business division or Person were a Subsidiary of BGI) with reference to the
audited historical financial results, if available, or if not available, such
other management reports or estimates as approved by the Syndication Agent, of
such business, business division or Person and BGI and its Subsidiaries for the
applicable Reference Period after giving effect on a pro forma basis to such
Acquisition with the adjustments described in (a) and (b) below; and, following
an Acquisition, the covenants set forth in ss. 10 and the Obligor Group
Requirement shall be calculated for the fiscal quarter in which such Acquisition
occurred and each of the three fiscal quarters immediately following such
Acquisition with reference to the audited historical financial results, if
available, or such other management reports as approved by the Syndication Agent
of the business, business division or Person so acquired and BGI and its
Subsidiaries for the applicable Reference Period after giving effect on a pro
forma basis to such Acquisition with the adjustments described in (a) and (b)
below:

                  (a) all Indebtedness (whether under this Credit Agreement or
         otherwise) and any other balance sheet adjustments incurred, made or
         assumed in connection with the Acquisition shall be deemed to have been
         incurred, made or assumed on the first day of the Reference Period, and
         all Indebtedness of the Person acquired or to be acquired in such
         Acquisition or which is attributable to the business or business
         division acquired or to be acquired which was or will have been repaid
         in connection with the consummation of the Acquisition shall be deemed
         to have been repaid on the first day of the Reference Period; and


<PAGE>
                                      -31-


         (b) all Indebtedness deemed to have been incurred pursuant to the
         preceding clause (a) shall be deemed to have borne interest at (i) if
         the Indebtedness incurred in connection with such Acquisition is under
         this Credit Agreement or bears interest at a floating rate, the
         arithmetic mean of (A) the Eurocurrency Rate for Eurocurrency Rate
         Loans having an Interest Period of one month in effect on the first day
         of the Reference Period and (B) the Eurocurrency Rate for Eurocurrency
         Rate Loans having an Interest Period of one month in effect on the last
         day of the Reference Period plus (y) the Applicable Margin with respect
         to Eurocurrency Rate Loans then in effect (after giving effect to the
         Acquisition on a pro forma basis) or (ii) if the Indebtedness incurred,
         made or assumed in connection with such Acquisition bears interest at a
         fixed rate, such fixed rate.

                            2. THE CREDIT FACILITIES.

         2.1.  REVOLVING CREDIT LOANS.

                  2.1.1. COMMITMENT TO LEND. Subject to the terms and conditions
         set forth in this Credit Agreement, each of the Lenders severally
         agrees to lend to the Borrowers and the Borrowers may borrow, repay,
         and reborrow from time to time from the Closing Date up to but not
         including the Maturity Date upon notice by the Borrowers to the
         Administrative Agent given in accordance with ss. 2.1.2, such sums in
         Dollars and/or, at the Borrowers' option from time to time, subject to
         ss. 2.10 hereof, in an Optional Currency as are requested by the
         Borrowers up to a maximum aggregate amount outstanding (after giving
         effect to all amounts requested) at any one time equal to such Lender's
         Commitment, as such Commitment has been deemed to be reduced by such
         Lender's Commitment Percentage of the Dollar Equivalent of outstanding
         Competitive Bid Loans and Swingline Loans minus the Dollar Equivalent
         of such Lender's LC Exposure, provided that (a) the Dollar Equivalent
         of the Total Facility Usage (after giving affect to all amounts
         requested) shall not exceed the Total Commitment and (b) the Dollar
         Equivalent of the Australian Loans and the UK Loans (after giving
         effect to all amounts requested) and the LC Exposure in respect of
         Letters of Credit issued for the account of the UK Borrower and the
         Australian Borrower shall not exceed the UK/Australian Sublimit. The
         Revolving Credit Loans shall be made pro rata in accordance with each
         Lender's Commitment Percentage. Each request for a Revolving Credit
         Loan hereunder shall constitute a representation and warranty by the
         applicable Borrower or, as the case may be, Borrowers that the
         conditions set forth in ss. 11 and ss. 12, in the case of the initial
         Revolving Credit Loans to be made on the Closing Date, and ss. 12, in
         the case of all other Revolving Credit Loans, have been satisfied on
         the date of such request.

                  2.1.2. REQUESTS FOR REVOLVING CREDIT LOANS. The applicable
         Borrower or, as the case may be, Borrowers shall give to the
         Administrative Agent written notice in the form of Exhibit C hereto (or
         telephonic notice confirmed in a writing in the form of Exhibit C
         hereto) of each Revolving Credit Loan requested hereunder (a "Revolving
         Credit Loan Request") no later than (a) 1:00 p.m.

<PAGE>

                                      -32-

         (Eastern time) one (1) Business Day prior to the proposed Drawdown Date
         of any Base Rate Loan and (b) 10:00 a.m. (Eastern time) three (3)
         Business Days prior to the proposed Drawdown Date of any Eurocurrency
         Rate Loan, provided, that any notice requesting a Revolving Credit Loan
         be made in an Optional Currency must comply with the requirements of
         ss. 2.10. Each such notice shall specify (i) the principal amount of
         the Revolving Credit Loan requested stated in Dollars, or, subject to
         ss. 2.10, an Optional Currency, (ii) the proposed Drawdown Date of such
         Revolving Credit Loan, (iii) the Interest Period for such Revolving
         Credit Loan and (iv) the Type of such Revolving Credit Loan. Promptly
         upon receipt of any such notice, the Administrative Agent shall notify
         each of the Lenders thereof. Each Revolving Credit Loan Request shall
         be irrevocable and binding on the applicable Borrower or, as the case
         may be, Borrowers and shall obligate the applicable Borrower or, as the
         case may be, Borrowers to accept the Revolving Credit Loan requested
         from the Lenders on the proposed Drawdown Date. Each Loan Request shall
         be in a minimum aggregate amount of $2,000,000 (other than Revolving
         Credit Loan Requests in Optional Currencies, which shall be in the
         amounts prescribed in ss. 2.10) or a multiple of $1,000,000 in excess
         thereof.

         2.2.  FEES.

                  2.2.1. FACILITY FEE. The Borrowers agree to pay to the
         Administrative Agent for the accounts of the Lenders in accordance with
         their respective Commitment Percentages a facility fee (the "Facility
         Fee") determined on a daily basis with respect to the period from
         Closing Date to the Maturity Date (or to the date of termination in
         full of the Commitments if earlier) at the annual rate equal to the
         Applicable Rate with respect to the Facility Fee as in effect from time
         to time, calculated on the Total Commitment. The Facility Fee shall be
         payable quarterly in arrears on the first day of each calendar quarter
         for the immediately preceding calendar quarter commencing on the first
         such date following the Closing Date, with a final payment on the
         Maturity Date or any earlier date on which the Commitments shall
         terminate.

                  2.2.2. UTILIZATION FEE. For any day on or prior to the
         Maturity Date in which the Dollar Equivalent of the Total Facility
         Usage for such day exceeds the amounts set forth in the table below,
         the Borrowers shall pay a utilization fee (the "Utilization Fee") to
         the Administrative Agent for the respective accounts of the Lenders, to
         be allocated among the Lenders in accordance with their respective
         Commitment Percentages, at the rate set forth opposite such amounts in
         the table below multiplied by the Dollar Equivalent of the Total
         Facility Usage on such day.

<PAGE>

                                      -33-
<TABLE>
<CAPTION>

  TOTAL FACILITY USAGE                                             UTILIZATION FEE RATE

<S>                                                                <C>
  Greater than 33% but less than or equal to 66% of                        0.125%
  the Total Commitment

  Greater than 66% of the Total Commitment                                 0.250%
</TABLE>


         The Utilization Fees shall be payable quarterly in arrears, on the
         first day of each calendar quarter for the immediately preceding
         calendar quarter commencing on the first such date following the date
         hereof, with a final payment on the Maturity Date (or the date of
         termination in full of the Commitments, if earlier).


         2.3.  CHANGES IN TOTAL COMMITMENT.

                  2.3.1. REDUCTION OF TOTAL COMMITMENT. The Borrowers shall have
         the right at any time and from time to time upon five (5) Business Days
         prior written notice to the Administrative Agent to reduce by
         $10,000,000 or increments of $5,000,000 in excess thereof or to
         terminate entirely the Total Commitment, whereupon the Commitments of
         the Lenders shall be reduced pro rata in accordance with their
         respective Commitment Percentages of the amount specified in such
         notice or, as the case may be, terminated. Promptly after receiving any
         notice of the Borrowers delivered pursuant to this ss. 2.3.1, the
         Administrative Agent will notify the Lenders of the substance thereof.
         Upon the effective date of any such reduction or termination, the
         Borrowers shall pay to the Administrative Agent for the respective
         accounts of the Lenders the full amount of any Facility Fee and
         Utilization Fee, if any, then accrued on the amount of the reduction.
         No reduction or termination of the Commitments may be reinstated.

                  2.3.2. INCREASE IN TOTAL COMMITMENT. Following the Closing
         Date at any time the Syndication Agent (with the consent of BGI) shall
         have the right to solicit additional financial institutions to become
         Lenders for purposes of this Credit Agreement, or to encourage any
         Lender to increase its Commitment, provided that (a) each financial
         institution that becomes a Lender shall agree to become party to, and
         shall assume and agree to be bound by, this Credit Agreement, subject
         to all terms and conditions hereof; (b) none of the Administrative
         Agent, the Co-Syndication Agent or the Documentation Agent shall have
         any obligation to the Borrowers or to any Lender to solicit additional
         financial institutions or any increase in the Commitment of any Lender
         pursuant to this ss. 2.3.2; (c) no Lender shall have an obligation to
         the Borrowers, the Agents or any other Lender to increase its
         Commitment or its Commitment Percentage; and (d) in no event shall the
         addition of any Lender or Lenders or the increase in the Commitment of
         any Lender under this ss. 2.3.2 increase the Total Commitment to an
         amount greater than $450,000,000. Upon the addition of any Lender, or
         the increase in the Commitment of any Lender, Schedules 1, 1(a) and
         1(b), as

<PAGE>

                                      -34-

         applicable shall be amended by the Bank Agents and the Borrowers to
         reflect such addition or such increase, and the Administrative Agent
         shall deliver to the Lenders, the Agents, the Issuing Bank and BGI
         copies of such revised Schedules. If, at any time that the Commitments
         are increased pursuant to this ss. 2.3.2, there are Revolving Credit
         Loans then outstanding or LC Exposure, each new Lender, and each
         existing Lender that has increased its Commitment, shall purchase
         Revolving Credit Loans and LC Exposure from each other Lender in an
         amount such that, after such purchase or purchases, the amount of
         outstanding Revolving Credit Loans and LC Exposure from each Lender
         shall equal such Lender's respective Commitment Percentage, as modified
         to give effect to such increase, multiplied by the aggregate amount of
         Revolving Credit Loans outstanding and LC Exposure from all Lenders. To
         the extent that any outstanding Revolving Credit Loans bear interest at
         the Eurocurrency Rate, the Borrowers shall pay any additional costs
         described in ss. 5.10 incurred by any Lender.

                  2.3.3. ADJUSTMENTS OF OUTSTANDINGS ON SUNTRUST INCREASE DATE.
         If on the SunTrust Increase Date, there are Revolving Credit Loans then
         outstanding or LC Exposure, SunTrust Bank shall purchase Revolving
         Credit Loans and LC Exposure from each other Lender in an amount such
         that, after such purchase or purchases, the amount of outstanding
         Revolving Credit Loans and LC Exposure from each Lender shall equal
         such Lender's respective Commitment Percentage, as set forth on
         Schedule 1(b), multiplied by the aggregate amount of Revolving Credit
         Loans outstanding and LC Exposure from all Lenders. To the extent that
         any outstanding Revolving Credit Loans bear interest at the
         Eurocurrency Rate, the Borrowers shall pay any additional costs
         described in ss. 5.10 incurred by any Lender.

         2.4.  COMPETITIVE BID LOANS.

                  2.4.1.  COMPETITIVE BID BORROWINGS.

                  2.4.1.1. THE COMPETITIVE BID OPTION. In addition to the
         Revolving Credit Loans and the Swingline Loans permitted to be made
         hereunder pursuant to ss. 2.1 and ss. 2.5 hereof, respectively, the
         Co-Borrowers may, pursuant to the terms of this ss. 2.4, cause the
         Administrative Agent to request the Lenders to make offers to fund
         Competitive Bid Loans to the Co-Borrowers from time to time prior to
         the Maturity Date. The Lenders may, but shall have no obligation to,
         make such offers and the Co-Borrowers may, but shall have no obligation
         to, accept such offers in the manner set forth in this ss. 2.4.
         Notwithstanding any other provision herein to the contrary, at no time
         shall the principal amount of Competitive Bid Loans outstanding at any
         time (after giving effect to all amounts requested) exceed the lesser
         of (a) the Total Commitment minus the sum of (i) the Dollar Equivalent
         of the aggregate principal amount of Revolving Credit Loans outstanding
         at such time plus (ii) the Dollar Equivalent of the LC Exposure
         outstanding at such time plus (iii) the Swingline Loans outstanding at
         such time and (b) the Competitive Bid Sublimit.


<PAGE>

                                      -35-


                  2.4.1.2. COMPETITIVE BID QUOTE REQUEST. When the Co-Borrowers
         wish to request offers to make Competitive Bid Loans under this
         ss. 2.4, they shall transmit to the Administrative Agent by telephone
         or facsimile (in each case confirmed in writing by the Co-Borrowers) a
         Competitive Bid Quote Request substantially in the form of Exhibit B-1
         hereto (a "Competitive Bid Quote Request") so as to be received, in the
         case of a Eurocurrency Competitive Loan, no later than 11:00 a.m.
         (Eastern time) four (4) Business Days prior to the requested Drawdown
         Date and, in the case of a Fixed Rate Competitive Loan, one (1)
         Business Day prior to the requested Drawdown Date, specifying (a) the
         requested Drawdown Date (which must be a Business Day), (b) the
         principal amount of such Competitive Bid Loan stated in Dollars (which
         must be a minimum of $5,000,000 or any greater integral multiple of
         $1,000,000 and may not exceed the lesser of (i) the Competitive Bid
         Sublimit and (ii) the Total Commitment), (c) the Type of such
         Competitive Bid Loan and (d) the Interest Period of such Competitive
         Bid Loan, subject to the provisions of the definition of Interest
         Period, and be accompanied by a Competitive Bid fee of $750 payable to
         the Administrative Agent with respect to each Competitive Bid Quote
         Request. The Co-Borrowers may request offers to make Competitive Bid
         Loans for no more than one amount and one Interest Period in a single
         Competitive Bid Quote Request. No new Competitive Bid Quote Request
         shall be given until the Co-Borrowers have notified the Administrative
         Agent of their acceptance or non-acceptance of the Competitive Bid
         Quotes relating to any outstanding Competitive Bid Quote Request and in
         any event not sooner than five (5) Business Days after the last
         Competitive Bid Quote Request has been given.

                  2.4.1.3. INVITATION FOR COMPETITIVE BID QUOTES. Subsequent to
         timely receipt of a Competitive Bid Quote Request, the Administrative
         Agent shall send to the Lenders by facsimile an Invitation for
         Competitive Bid Quotes as promptly as possible but not later than in
         the case of a Eurocurrency Competitive Loan, 3:00 p.m. (Eastern time)
         four (4) Business Days prior to the proposed Drawdown Date and in the
         case of a Fixed Rate Competitive Loan, not later than 3:00 p.m.
         (Eastern time) on the first Business Day prior to the requested
         Drawdown Date, substantially in the form of Exhibit B-2 hereto (an
         "Invitation for Competitive Bid Quotes"), which shall constitute an
         invitation by the Co-Borrowers to each Lender to submit Competitive Bid
         Quotes offering to make Competitive Bid Loans to which such Competitive
         Bid Quote Request relates in accordance with this ss. 2.4. If, after
         receipt by the Administrative Agent of a Competitive Bid Quote Request
         from the Co-Borrowers in accordance with ss. 2.4.1.2, the
         Administrative Agent or any Lender shall be unable to complete any
         procedure of the auction process described in ss. 2.4.1.4 - 2.4.1.6
         (inclusive) due to the inability of such Person to transmit or receive
         communications through the means specified therein, such Person may
         rely on telephonic notice for the transmission or receipt of such
         communications. In any case where such Person shall rely on telephone
         transmission or receipt, any communication made by telephone shall, as
         soon as possible thereafter, be followed by written confirmation
         thereof.
<PAGE>

                                      -36-

                  2.4.1.4.  SUBMISSION AND CONTENTS OF COMPETITIVE BID QUOTES.

                  (a) Each Lender may, but shall be under no obligation to,
         submit a Competitive Bid Quote containing an offer or offers to make
         Competitive Bid Loans to the Co-Borrowers in response to any Invitation
         for Competitive Bid Quotes. Each Competitive Bid Quote must comply with
         the requirements of this ss. 2.4.1.4 and must be submitted to the
         Administrative Agent by facsimile, in the case of a Eurocurrency
         Competitive Loan, not later than 10:00 a.m. (Eastern time) three (3)
         Business Days prior to the proposed Drawdown Date, and in the case of a
         Fixed Rate Competitive Loan, not later than 10:00 a.m. (Eastern time)
         on the requested Drawdown Date, provided that Competitive Bid Quotes
         may be made by the Administrative Agent in its capacity as a Lender
         only if it notifies the Co-Borrowers of the terms of its Competitive
         Bid Quote at least one quarter of an hour earlier than the time by
         which the other Lenders are required to submit their Competitive Bid
         Quotes to the Administrative Agent pursuant to this ss. 2.4.1.4(a).
         Subject to the provisions of ss. 11 and 12 hereof, any Competitive
         Bid Quote so made shall be irrevocable except with the written consent
         of the Administrative Agent given on the instructions of the
         Co-Borrowers.

                  (b) Each Competitive Bid Quote shall be in substantially the
         form of Exhibit B-3 hereto and shall in any case specify:

                  (i)   the requested Drawdown Date and Interest Periods;

                  (ii)  the principal amount of the Competitive Bid Loan for
         which each such offer is being made, which principal amount (w) may be
         greater than the Commitment of the quoting Lender but may not exceed
         the lesser of the Total Commitment and the Competitive Bid Sublimit,
         (x) must be in Dollars and in the amount of $5,000,000 or a larger
         multiple of $1,000,000, (y) may not exceed the aggregate principal
         amount of Competitive Bid Loans for which offers were requested, and
         (z) may be subject to an aggregate limitation as to the principal
         amount of Competitive Bid Loans for which offers being made by such
         quoting Lender may be accepted;

                  (iii) the Competitive Bid Rate per annum (rounded to the
         nearest 1/1000th of 1%) offered for each such Competitive Bid Loan; and

                  (iv)  the identity of the quoting Lender.

         A Competitive Bid Quote may include up to two separate offers by the
         quoting Lender with respect to each Interest Period specified in the
         related Invitation for Competitive Bid Quotes.

                  (c)   Any Competitive Bid Quote shall be disregarded if it:

                  (i)   is not substantially in the form of Exhibit B-3
         hereto or does not specify all of the information required by
         Section 2.4.1.4(b);

<PAGE>

                                      -37-


                  (ii)  contains qualifying, conditional or similar language
         (except that it may, in the case of a quote relating to more
         than one Interest Period, contain the condition described in
         ss. 2.4.1.4(b)(ii));

                  (iii) proposes terms other than or in addition to those set
         forth in the applicable Invitation for Competitive Bid Quotes; or

                  (iv)  arrives after the time set forth in ss. 2.4.1.4(a).

                  2.4.1.5. NOTICE TO CO-BORROWERS. The Administrative Agent
         shall promptly notify the Co-Borrowers of the terms of (a) all
         Competitive Bid Quotes submitted by the Lenders in accordance with the
         preceding ss. 2.4.1.4 and (b) of any Competitive Bid Quote that amends,
         modifies or is otherwise inconsistent with a previous Competitive Bid
         Quote submitted by such Lender with respect to the same Competitive Bid
         Quote Request. Any such subsequent Competitive Bid Quote shall be
         disregarded by the Administrative Agent unless such subsequent
         Competitive Bid Quote is submitted solely to correct a manifest error
         in such former Competitive Bid Quote. The Administrative Agent's notice
         to the Co-Borrowers shall specify (i) the aggregate principal amount of
         Competitive Bid Loans for which offers have been received for each
         Interest Period specified in the related Competitive Bid Quote Request,
         (ii) the respective principal amounts and Competitive Bid Rates so
         offered, and the identity of the respective Lenders submitting such
         offers, and (iii) if applicable, limitations on the aggregate principal
         amount of Competitive Bid Loans for which offers in any single
         Competitive Bid Quote may be accepted.

                  2.4.1.6. ACCEPTANCE AND NOTICE BY CO-BORROWERS AND
         ADMINISTRATIVE AGENT. Not later than, in the case of Eurocurrency
         Competitive Loans, 10:30 a.m. (Eastern time) three (3) Business Days
         prior to the requested Drawdown Date and, in the case of Fixed Rate
         Competitive Loans, 10:30 a.m. (Eastern time) on the requested Drawdown
         Date, the Co-Borrowers shall notify the Administrative Agent of the
         Co-Borrowers' acceptance or non-acceptance of the offers of which it
         was notified pursuant to the preceding ss. 2.4.1.5 in a notice,
         transmitted to the Administrative Agent by telephone, or facsimile (in
         each case confirmed in writing by the Co-Borrowers), in substantially
         the form of Exhibit B-4 hereto (a "Notice of Competitive Bid
         Borrowing"). Such notice shall specify the aggregate principal amount
         of offers for each Interest Period that are accepted. The Co-Borrowers
         may accept any Competitive Bid Quote in whole or in part; provided
         that:

                  (a)   the aggregate principal amount of each Competitive Bid
         Loan may not exceed the applicable amount set forth in the related
         Competitive Bid Quote Request,

                  (b)   the aggregate principal amount of each Competitive Bid
         Loan must be $5,000,000 or a larger multiple of $1,000,000,


<PAGE>

                                      -38-

                 (c)    acceptance of offers may only be made on the basis of
         ascending Competitive Bid Rates, and

                  (d)   no offer may be accepted that is described in
         Section 2.4.1.4(c) or that otherwise fails to comply with the
         requirements of this Credit Agreement.

                  The Administrative Agent shall promptly notify each Lender
         which submitted a Competitive Bid Quote of the acceptance or
         non-acceptance thereof. The Administrative Agent will promptly notify
         each Lender which submitted a Competitive Bid Quote and each other
         Lender which so requests the following information from the
         Administrative Agent of (a) the aggregate principal amount of, and (b)
         the range of Competitive Bid Rates of the accepted Competitive Bid
         Loans for each requested Interest Period.

                  2.4.1.7. ALLOCATION BY ADMINISTRATIVE AGENT; USAGE OF
         COMMITMENTS. If offers are made by two or more Lenders with the same
         Competitive Bid Rates, for a greater aggregate principal amount than
         the amount in respect of which offers are accepted for the related
         Interest Period, the principal amount of Competitive Bid Loans in
         respect of which such offers are accepted shall be allocated by the
         Administrative Agent among such Lenders as nearly as possible (in such
         multiples not less than $100,000 as the Administrative Agent may deem
         appropriate) in proportion to the aggregate principal amounts of such
         offers. If any such Lender has indicated a minimum acceptable
         Competitive Bid Loan in its Competitive Bid Request, and under the
         procedures of this ss. 2.4.1.7, the Administrative Agent would have
         allocated to it an amount less than such minimum, such Competitive Bid
         Quote will instead be deemed to have been withdrawn. Determination by
         the Administrative Agent of the amounts of Competitive Bid Loans and
         the allocation thereof shall be conclusive in the absence of manifest
         error.

                  2.4.1.8. FUNDING OF COMPETITIVE BID LOANS. If, on or prior to
         the Drawdown Date of any Competitive Bid Loan, the Total Commitment has
         not terminated in full and if, on such Drawdown Date, the applicable
         conditions of ss. 11 and 12 hereof are satisfied, the Lender or
         Lenders whose offers the Co-Borrowers have accepted will fund each
         Competitive Bid Loan so accepted. Such Lender or Lenders will make such
         Competitive Bid Loans, by crediting the Administrative Agent for
         further credit to the Co-Borrowers' specified account with the
         Administrative Agent, in immediately available funds not later than
         1:00 p.m. (Eastern time) on such Drawdown Date.

                  2.4.2. REPAYMENT OF COMPETITIVE BID LOANS. The principal of
         each Competitive Bid Loan shall become absolutely due and payable by
         the Co-Borrowers on the last day of the Interest Period relating
         thereto, and the Co-Borrowers hereby absolutely and unconditionally and
         jointly and severally promise to pay to the Administrative Agent for
         the account of the relevant Lenders on the last day of the Interest
         Period relating thereto the principal amount of all such Competitive
         Bid Loans, plus interest thereon at the applicable

<PAGE>

                                      -39-

         Competitive Bid Rate. The Competitive Bid Loans shall bear interest at
         the rate per annum specified in the applicable Competitive Bid Quotes.
         Interest on each Competitive Bid Loan shall be payable (a) on the last
         day of the applicable Interest Period, and (b) on the Maturity Date for
         each Competitive Bid Loan. Subject to the terms of this Credit
         Agreement, the Co-Borrowers may make Competitive Bid Quote Requests
         with respect to new Competitive Bid Loans of any amounts so repaid
         prior to the Maturity Date. Except after an acceleration pursuant to
         ss. 13.1 hereof, no principal amount with respect to any Competitive
         Bid Loan may be repaid other than on the last day of the Interest
         Period relating thereto.

         2.5.  THE SWINGLINE.

                  2.5.1. THE SWINGLINE LOANS. From the date hereof through but
         not including the Swingline Expiry Date, and subject to the terms and
         conditions hereinafter set forth, upon notice by the Co-Borrowers made
         to the Swingline Lender in accordance with ss. 2.5.2 hereof, the
         Swingline Lender agrees to make Swingline Loans to the Co-Borrowers
         from time to time in Dollars on any Business Day in an aggregate
         principal amount not to exceed the Swingline Sublimit. Each Swingline
         Loan shall be in a minimum amount equal to $500,000 or a multiple of
         $100,000 in excess thereof. Notwithstanding any other provisions of
         this Credit Agreement and in addition to the limit set forth above, at
         no time shall the Dollar Equivalent of the Total Facility Exposure
         exceed the Total Commitment at such time. The Swingline Loans are being
         made available for the administrative convenience of the Co-Borrowers,
         the Swingline Lender and the Lenders. Notwithstanding any other
         provisions of this Credit Agreement, the Swingline Lender shall not
         advance any Swingline Loans if a Default or Event of Default has
         occurred until such Default or Event of Default has been cured or
         waived in accordance with the provisions of this Credit Agreement. The
         Swingline Lender shall not be obligated to make any Swingline Loans at
         any time when any Lender is a Delinquent Lender unless the Swingline
         Lender has entered into arrangements satisfactory to it to eliminate
         the Swingline Lender's risk with respect to such Delinquent Lender,
         including by cash collateralizing such Delinquent Lender's Commitment
         Percentage of the outstanding Swingline Loans and any such additional
         Swingline Loans to be made. Within the foregoing limits and subject to
         the terms and conditions set forth herein, the Co-Borrowers may borrow,
         prepay and reborrow Swingline Loans. Each request for a Swingline Loan
         hereunder shall constitute a representation and warranty by the
         Co-Borrowers that the conditions set forth in ss. 11 and ss. 12, in the
         case of the initial Swingline Loans to be made on the Closing Date, and
         ss. 12, in the case of all other Swingline Loans, have been satisfied
         on the date of such request

                  2.5.2. REQUEST FOR SWINGLINE LOANS. To request a Swingline
         Loan, the Co-Borrowers shall send to the Swingline Lender written
         notice in the form of Exhibit D hereto of each Swingline Loan requested
         hereunder (a "Swingline Loan Request") not later than 12:00 Noon
         (Eastern time) on the proposed

<PAGE>
                                      -40-

         Drawdown Date of any Swingline Loan. Each such Swingline Loan Request
         shall set forth the principal amount of the proposed Swingline Loan and
         the Drawdown Date of such Swingline Loan. Notwithstanding the
         foregoing, the Swingline Lender may, in its sole discretion, accept an
         oral or written request made on behalf of the Co-Borrowers by an
         Authorized Office by telephone, telex, facsimile or some other form of
         written electronic communication, in which case the Swingline Lender
         shall be entitled to rely on any such oral or written request received
         by the Swingline Lender in good faith from anyone reasonably believed
         by the Swingline Lender to be an Authorized Officer. The Co-Borrowers
         shall promptly confirm any such communication by delivery of a
         Swingline Loan Request upon request of the Swingline Lender. Each
         Swingline Loan Request shall be irrevocable and binding on the
         Co-Borrowers and shall obligate the Co-Borrowers to borrow the
         Swingline Loan from the Swingline Lender on the proposed Drawdown Date
         thereof. Upon satisfaction of the applicable conditions set forth in
         this Credit Agreement, on the proposed Drawdown Date the Swingline
         Lender shall make the Swingline Loan available to the Co-Borrowers no
         later than 3:00 p.m. (Eastern time) on the proposed Drawdown Date by
         crediting the amount of the Swingline Loan to the general deposit
         account of the Co-Borrowers maintained with the Swingline Lender.

                  2.5.3. BORROWINGS TO REPAY SWINGLINE LOANS. The Co-Borrowers
         jointly and severally, absolutely, irrevocably and unconditionally
         promise to pay on the Swingline Expiry Date the outstanding principal
         balance of all Swingline Loans. The Co-Borrowers may prepay the
         Swingline Loans at any time without penalty or premium. In addition,
         the Swingline Lender may, on any Business Day, in its sole discretion,
         demand repayment of the Swingline Loans and the Administrative Agent
         shall give notice to the Lenders that the outstanding Swingline Loans
         shall be funded with a borrowing of Revolving Credit Loans (provided
         that each such notice shall be deemed to have been automatically given
         upon the occurrence of a Default or Event of Default under ss. 13.1(g)
         or (h) or upon the exercise of remedies provided in the last paragraph
         of ss. 13.1), in which case each of the Lenders shall make Revolving
         Credit Loans constituting Base Rate Loans to the Co-Borrowers, on the
         next succeeding Business Day following such notice, in an amount equal
         to such Lender's Commitment Percentage of the aggregate amount of all
         Swingline Loans outstanding to the Co-Borrowers. The proceeds thereof
         shall be applied directly to the Swingline Lender to repay the
         Swingline Lender for such outstanding Swingline Loans. Each Lender
         hereby absolutely, unconditionally and irrevocably agrees to make such
         Revolving Credit Loans upon one Business Day's notice as set forth
         above, notwithstanding (a) that the amount of such Revolving Credit
         Loan may not comply with the applicable minimums otherwise required
         hereunder, (b) the failure of the Co-Borrowers to meet the conditions
         set forth in ss. 11 or 12 hereof, (c) the occurrence or continuance of
         a Default or an Event of Default hereunder, (d) the date of such
         Revolving Credit Loan, and (e) the amount of, or termination of, the
         Total Commitment at such time. In the event that it is impracticable
         for such Revolving Credit Loan to be made for any reason on the date
         otherwise

<PAGE>

                                      -41-


         required above (including as a result of the commencement of a
         proceeding under the federal Bankruptcy Code in respect of any of the
         Co-Borrowers), then each Lender hereby agrees that it shall forthwith
         purchase (as of the date such Revolving Credit Loan would have been
         made, but adjusted for any payments received from the Co-Borrowers on
         or after such date and prior to such purchase) from the Swingline
         Lender, and the Swingline Lender shall sell to each Lender, such
         participations in the Swingline Loans (including all accrued and unpaid
         interest thereon) outstanding as shall be necessary to cause the
         Lenders to share in such Swingline Loans pro rata based on their
         respective Commitment Percentages (without regard to any termination of
         the Total Commitment hereunder) by making available to the Swingline
         Lender an amount equal to such Lender's participation in the Swingline
         Loans; provided that (x) all interest payable on the Swingline Loans
         shall be for the account of the Swingline Lender as a funding and
         administrative fee until the date as of which the respective
         participation is purchased, and (y) at the time any purchase of such
         participation is actually made, the purchasing Lender shall be required
         to pay the Swingline Lender interest on the principal amount of the
         participation so purchased for each day from and including the date
         such Revolving Credit Loan would otherwise have been made until the
         date of payment for such participation at the rate of interest in
         effect applicable to Base Rate Loans during such period.

                  2.5.4. VOLUNTARY REDUCTION OF SWINGLINE SUBLIMIT. The
         Co-Borrowers shall have the right, at any time and from time to time,
         to terminate in whole or permanently reduce in part, without premium or
         penalty, the Swingline Sublimit. The Co-Borrowers shall give not less
         than five (5) Business Days' prior written notice to the Swingline
         Lender designating the date (which shall be a Business Day) of such
         termination or reduction and the amount of any partial reduction of the
         Swingline Sublimit. Such termination or partial reduction of the
         Swingline Sublimit shall be effective on the date specified in the
         Co-Borrowers' notice and shall be permanent. Any such partial reduction
         of the Swingline Sublimit shall be in a minimum amount of $1,000,000.

         2.6.  EVIDENCE OF LOAN OBLIGATIONS.

                  2.6.1. THE CO-BORROWER NOTES. The Co-Borrower Loans shall be
         evidenced by separate promissory notes of the Borrowers in
         substantially the form of Exhibit A-1 hereto (each a "Co-Borrower
         Note"), dated as of the Closing Date (or such other date on which a
         Lender may become a party hereto in accordance with ss. 15 hereof) and
         completed with appropriate insertions. One Co-Borrower Note shall be
         payable to the order of each Lender in a principal amount equal to such
         Lender's Commitment or, if less, the outstanding amount of all
         Co-Borrower Loans made by such Lender, plus interest accrued thereon,
         as set forth below. Each of the Co-Borrowers irrevocably authorizes
         each Lender to make or cause to be made, at or about the time of the
         Drawdown Date of any Co-Borrower Loan or at the time of receipt of any
         payment of principal on such Lender's Co-Borrower Note, an appropriate
         notation on such Lender's Co-Borrower Note Record reflecting the making
         of such Co-Borrower Loan or (as

<PAGE>

                                      -42-

         the case may be) the receipt of such payment. The outstanding amount of
         the Co-Borrower Loans set forth on such Lender's Co-Borrower Note
         Record shall be prima facie evidence of the principal amount thereof
         owing and unpaid to such Lender, but the failure to record, or any
         error in so recording, any such amount on such Lender's Co-Borrower
         Note Record shall not limit or otherwise affect the obligations of the
         Co-Borrowers hereunder or under any Co-Borrower Note to make payments
         of principal of or interest on any Co-Borrower Note when due.

                  2.6.2. THE AUSTRALIAN NOTES. The Australian Loans shall be
         evidenced by separate promissory notes of the Australian Borrower in
         substantially the form of Exhibit A-2 hereto (each an "Australian
         Note"), dated as of the Closing Date (or such other date on which a
         Lender may become a party hereto in accordance with ss. 15 hereof) and
         completed with appropriate insertions. One Australian Note shall be
         payable to the order of each Lender in a principal amount equal to such
         Lender's Commitment Percentage of the UK/Australian Sublimit or, if
         less, the outstanding amount of all Australian Loans made by such
         Lender, plus interest accrued thereon, as set forth below. The
         Australian Borrower irrevocably authorizes each Lender to make or cause
         to be made, at or about the time of the Drawdown Date of any Australian
         Loan or at the time of receipt of any payment of principal on such
         Lender's Australian Note, an appropriate notation on such Lender's
         Australian Note Record reflecting the making of such Australian Loan or
         (as the case may be) the receipt of such payment. The outstanding
         amount of the Australian Loans set forth on such Lender's Australian
         Note Record shall be prima facie evidence of the principal amount
         thereof owing and unpaid to such Lender, but the failure to record, or
         any error in so recording, any such amount on such Lender's Australian
         Note Record shall not limit or otherwise affect the obligations of the
         Australian Borrower hereunder or under any Australian Note to make
         payments of principal of or interest on any Australian Note when due.

                  2.6.3. THE UK NOTES. The UK Loans shall be evidenced by
         separate promissory notes of the UK Borrower in substantially the form
         of Exhibit A-3 hereto (each a "UK Note"), dated as of the Closing Date
         (or such other date on which a Lender may become a party hereto in
         accordance with ss. 15 hereof) and completed with appropriate
         insertions. One UK Note shall be payable to the order of each Lender in
         a principal amount equal to such Lender's Commitment Percentage of the
         UK/Australian Sublimit or, if less, the outstanding amount of all UK
         Loans made by such Lender, plus interest accrued thereon, as set forth
         below. The UK Borrower irrevocably authorizes each Lender to make or
         cause to be made, at or about the time of the Drawdown Date of any UK
         Loan or at the time of receipt of any payment of principal on such
         Lender's UK Note, an appropriate notation on such Lender's UK Note
         Record reflecting the making of such UK Loan or (as the case may be)
         the receipt of such payment. The outstanding amount of the UK Loans set
         forth on such Lender's UK Note Record shall be prima facie evidence of
         the principal amount thereof owing and unpaid to such Lender, but the
         failure to record, or any error in so recording, any such

<PAGE>

                                      -43-

         amount on such Lender's UK Note Record shall not limit or otherwise
         affect the obligations of the UK Borrower hereunder or under any UK
         Note to make payments of principal of or interest on any UK Note when
         due.

                  2.6.4. THE COMPETITIVE BID NOTES. The Competitive Bid Loans
         shall be evidenced by separate promissory notes of the Co-Borrowers in
         substantially the form of Exhibit A-4 hereto (the "Competitive Bid
         Notes"), dated as of the Closing Date (or such other date as a Lender
         may become a party hereto pursuant to ss. 15 hereof) with appropriate
         insertions. One Competitive Bid Note shall be payable to the order of
         each Lender in a principal amount equal to the Competitive Bid Sublimit
         and representing the obligation of the Co-Borrowers to pay to such
         Lender the aggregate unpaid principal amount of all Competitive Bid
         Loans made by such Lender hereunder, as set forth in ss. 2.4 hereof,
         plus interest accrued thereon as set forth below. The Co-Borrowers
         hereby irrevocably authorize each Lender to make or cause to be made,
         at or about the time of each Competitive Bid Loan to the Co-Borrowers
         made by such Lender and at the time of receipt of any payment of
         principal on the Competitive Bid Note of such Lender, an appropriate
         notation on the such Lender's Competitive Bid Note Record reflecting
         the making of such Competitive Bid Loan or (as the case may be) the
         receipt of such payment. The outstanding amount of Competitive Bid
         Loans made by such Lender set forth on such Lender's Competitive Bid
         Note, or on such other records, shall be prima facie evidence of the
         principal amount thereof owing and unpaid to such Lender, but the
         failure to record, or any error in so recording, any such amount on
         such Competitive Bid Note Record, shall not limit or otherwise affect
         the obligations of the Co-Borrowers hereunder or under the Competitive
         Bid Note to make payments of principal of or interest on the
         Competitive Bid Note when due.

                  2.6.5. THE SWINGLINE NOTE. The Swingline Loans shall be
         evidenced by a promissory note of the Co-Borrowers in substantially the
         form of Exhibit A-5 hereto (the "Swingline Note"), dated as of the
         Closing Date with appropriate insertions. The Swingline Note shall be
         payable to the order of the Swingline Lender in a principal amount
         equal to the Swingline Sublimit and representing the obligation of the
         Co-Borrowers to pay to the Swingline Lender the aggregate unpaid
         principal amount of all Swingline Loans made by the Swingline Lender
         hereunder plus interest accrued thereon as set forth below. The
         Co-Borrowers hereby irrevocably authorize the Swingline Lender to make
         or cause to be made, at or about the time of each Swingline Loan to the
         Co-Borrowers made by the Swingline Lender and at the time of receipt of
         any payment of principal on the Swingline Note of the Swingline Lender,
         an appropriate notation on the Swingline Lender's Swingline Note Record
         or the Swingline Lender's electronic data processing equipment
         reflecting the making of such Swingline Loan or (as the case may be)
         the receipt of such payment. The outstanding amount of Swingline Loans
         made by the Swingline Lender set forth on the Swingline Lender's
         Swingline Note, or on such other records, shall be prima facie evidence
         of the principal amount thereof owing and unpaid to the Swingline
         Lender, but the

<PAGE>

                                      -44-

         failure to record, or any error in so recording, any such amount on
         such Swingline Note Record, or on such other records, shall not limit
         or otherwise affect the obligations of the Co-Borrowers hereunder or
         under the Swingline Note to make payments of principal of or interest
         on the Swingline Note when due.

         2.7.  INTEREST ON LOANS.  Except as otherwise provided in ss. 5.11,

         (a) Each Revolving Credit Loan which is a Base Rate Loan shall bear
interest for the period commencing with the Drawdown Date thereof and ending on
the last day of the Interest Period with respect thereto at the rate per annum
equal to the Base Rate plus the Applicable Margin with respect to Base Rate
Loans as in effect from time to time.

         (b) Each Revolving Credit Loan which is a Eurocurrency Rate Loan shall
bear interest for the period commencing with the Drawdown Date thereof and
ending on the last day of the Interest Period with respect thereto at the rate
per annum equal to the Eurocurrency Rate determined for such Interest Period
plus the Applicable Margin with respect to Eurocurrency Rate Loans as in effect
from time to time.

         (c) Each Competitive Bid Loan shall bear interest at the rate per annum
specified in the applicable Competitive Bid Quote with respect to such
Competitive Bid Loan.

         (d) Each Swingline Loan shall bear interest from the Drawdown Date
thereof until repaid in full at the rate per annum equal to the fixed rate
quoted by the Swingline Lender to the Borrowers on the Drawdown Date of such
Swingline Loan but shall not in any event exceed the Base Rate as in effect from
time to time. Swingline Loans may not be converted into Eurodollar Rate Loans.

         (e) Each Borrower promises to pay interest on each Loan made to it (and
the Co-Borrowers jointly and severally promise to pay interest on all the Loans)
in arrears on each Interest Payment Date with respect thereto. Interest on the
Loans calculated by reference to the Base Rate and the Swingline Loans shall be
payable in Dollars, and interest on the Loans calculated by reference to the
Eurocurrency Rate shall be payable in Dollars or in the applicable Optional
Currency in which the underlying Loan was made, as the case may be.

         2.8.  CONVERSION OPTIONS.

                  2.8.1. CONVERSION TO DIFFERENT TYPE OF REVOLVING CREDIT LOAN.
         The applicable Borrower or, as the case may be, Borrowers may elect
         from time to time to convert any outstanding Revolving Credit Loan
         denominated in Dollars to a Revolving Credit Loan of another Type
         denominated in Dollars, provided that (a) with respect to any such
         conversion of a Eurocurrency Rate Loan to a Base Rate Loan, the
         applicable Borrower or, as the case may be, Borrowers shall give the
         Administrative Agent at least three (3) Business Days prior written

<PAGE>

                                      -45-

         notice of such election; (b) with respect to any such conversion of a
         Base Rate Loan to a Eurocurrency Rate Loan, the applicable Borrower or,
         as the case may be, Borrowers shall give the Administrative Agent at
         least four (4) Business Days prior written notice of such election; (c)
         with respect to any such conversion of a Eurocurrency Rate Loan into a
         Base Rate Loan, such conversion shall only be made on the last day of
         the Interest Period with respect thereto and (d) no Revolving Credit
         Loan may be converted into a Eurocurrency Rate Loan when any Default or
         Event of Default has occurred and is continuing. On the date on which
         such conversion is being made each Lender shall take such action as is
         necessary to transfer its Commitment Percentage of such Revolving
         Credit Loans to its Domestic Lending Office or its Eurocurrency Lending
         Office, as the case may be. All or any part of outstanding Revolving
         Credit Loans of any Type denominated in Dollars may be converted into a
         Revolving Credit Loan of another Type denominated in Dollars as
         provided herein, provided that any partial conversion shall be in an
         aggregate principal amount of $5,000,000 or a multiple of $1,000,000 in
         excess thereof. Each Conversion Request relating to the conversion of a
         Revolving Credit Loan to a Eurocurrency Rate Loan shall be irrevocable
         by the Borrowers.

                  2.8.2. CONTINUATION OF TYPE OF REVOLVING CREDIT LOAN. Any
         Revolving Credit Loan of any Type may be continued as a Revolving
         Credit Loan of the same Type denominated in Dollars upon the expiration
         of an Interest Period with respect thereto by compliance by the
         applicable Borrower or, as the case may be, Borrowers with the notice
         provisions contained in ss. 2.8.1; provided that as to any Eurocurrency
         Rate Loan denominated in Dollars, no such Eurocurrency Rate Loan may be
         continued as such when any Default or Event of Default has occurred and
         is continuing, but shall be automatically converted to a Base Rate Loan
         on the last day of the first Interest Period relating thereto ending
         during the continuance of any Default or Event of Default of which
         officers of the Administrative Agent active upon the Borrowers' account
         have actual knowledge. In the event that the applicable Borrower or, as
         the case may be, Borrowers fail to provide any such notice with respect
         to the continuation of any Eurocurrency Rate Loan denominated in
         Dollars as such, then as to Eurocurrency Rate Loans denominated in
         Dollars such Eurocurrency Rate Loan shall be automatically converted to
         a Base Rate Loan on the last day of the first Interest Period relating
         thereto. The Administrative Agent shall notify the Lenders promptly
         when any such automatic conversion contemplated by this ss. 2.8 is
         scheduled to occur. All Eurocurrency Rate Loans denominated in an
         Optional Currency shall be repaid on the last day of the Interest
         Period relating thereto.

                  2.8.3. EUROCURRENCY RATE LOANS. Any conversion to or from
         Eurocurrency Rate Loans shall be in such amounts and be made pursuant
         to such elections so that, after giving effect thereto, the aggregate
         principal amount of all Eurocurrency Rate Loans having the same
         Interest Period shall not be less than the equivalent of $5,000,000 or
         a whole multiple of $1,000,000 in excess

<PAGE>

                                      -46-


         thereof. No more than eight (8) Eurocurrency Rate Loans having
         different Interest Periods may be outstanding at any time. Any
         Eurocurrency Rate Loan having an Interest Period of 7 or 14 days may be
         continued as such on no more than one occasion.

         2.9.  FUNDS FOR REVOLVING CREDIT LOANS.

                  2.9.1. FUNDING PROCEDURES. Not later than 2:00 p.m. (Eastern
         time) on the proposed Drawdown Date of any Revolving Credit Loans, each
         of the Lenders will make available to the Administrative Agent, at the
         Administrative Agent's Office, in Same Day Funds, the amount of such
         Lender's Commitment Percentage of the amount of the requested Revolving
         Credit Loans. Upon receipt from each Lender of such amount, and upon
         receipt of the documents required by ss. 11 and 12 and the
         satisfaction of the other conditions set forth therein, to the extent
         applicable, the Administrative Agent will make available to the
         applicable Borrower or, as the case may be, Borrowers the aggregate
         amount of such Revolving Credit Loans made available to the
         Administrative Agent by the Lenders. The failure or refusal of any
         Lender to make available to the Administrative Agent at the aforesaid
         time and place on any Drawdown Date the amount of its Commitment
         Percentage of the requested Revolving Credit Loans shall not relieve
         any other Lender from its several obligation hereunder to make
         available to the Administrative Agent the amount of such other Lender's
         Commitment Percentage of any requested Revolving Credit Loans.

                  2.9.2. ADVANCES BY ADMINISTRATIVE AGENT. The Administrative
         Agent may, unless notified to the contrary by any Lender prior to a
         Drawdown Date, assume that such Lender has made available to the
         Administrative Agent on such Drawdown Date the amount of such Lender's
         Commitment Percentage of the Revolving Credit Loans to be made on such
         Drawdown Date, and the Administrative Agent may (but it shall not be
         required to), in reliance upon such assumption, make available to the
         applicable Borrower or, as the case may be, Borrowers a corresponding
         amount. If any Lender makes available to the Administrative Agent such
         amount on a date after such Drawdown Date, such Lender shall pay to the
         Administrative Agent on demand an amount equal to the product of (a)
         the average computed for the period referred to in clause (c) below, of
         the Overnight Rate for each day included in such period times (b) the
         amount of such Lender's Commitment Percentage of such Revolving Credit
         Loans, times (c) a fraction, the numerator of which is the number of
         days that elapse from and including such Drawdown Date to the date on
         which the amount of such Lender's Commitment Percentage of such
         Revolving Credit Loans shall become immediately available to the
         Administrative Agent, and the denominator of which is 360. A statement
         of the Administrative Agent submitted to such Lender with respect to
         any amounts owing under this paragraph shall be prima facie evidence of
         the amount due and owing to the Administrative Agent by such Lender. If
         the amount of such Lender's Commitment Percentage of such Revolving
         Credit Loans is not made available to the Administrative Agent by such
         Lender within three (3) Business Days

<PAGE>

                                      -47-

         following such Drawdown Date, the Administrative Agent shall be
         entitled to recover such amount from the applicable Borrower or, as the
         case may be, Borrowers on demand, with interest thereon at the rate per
         annum applicable to the Revolving Credit Loans made on such Drawdown
         Date.

         2.10.  OPTIONAL CURRENCY.

                  2.10.1. REQUEST FOR OPTIONAL CURRENCY. Subject to the
         limitations set forth in ss. 2.1, the Borrowers may, not later than
         10:00 a.m. four (4) Business Days' prior to the proposed Drawdown Date
         thereof, give notice to the Administrative Agent (an "OC Notice")
         requesting that one or more Revolving Credit Loans be made as
         Eurocurrency Rate Loans in an Optional Currency, provided that any
         Revolving Credit Loan proposed to be made under this ss. 2.10 shall be
         in an amount not less than the Optional Currency equivalent of
         $5,000,000, or a greater amount which is a multiple of $1,000,000 in
         excess thereof in the requested Optional Currency. Each OC Notice
         requesting a Revolving Credit Loan in an Optional Currency shall be by
         telephone, telex, telecopy or cable (in each case confirmed in writing
         by the Borrowers), specifying (a) the amount of the Revolving Credit
         Loan to be made, (b) the requested date of the proposed borrowing, (c)
         the requested currency in which the Revolving Credit Loan is to be
         made, (d) the initial Interest Period for the Revolving Credit Loan to
         be borrowed, and (e) the Borrower's or Borrowers' account with the
         Administrative Agent to which payment of the proceeds of such Revolving
         Credit Loan is to be made. Promptly upon receipt of any such notice,
         the Administrative Agent shall notify each of the Lenders thereof. If
         any Lender on or prior to the second Business Day preceding the first
         day of any Interest Period for which an OC Notice has been delivered
         requesting a Revolving Credit Loan in an Optional Currency or on any
         funding date, determines (which determination shall be conclusive) that
         the Optional Currency is not freely transferable and convertible into
         Dollars or that it will be impracticable for such Lender to fund the
         Revolving Credit Loan in such Optional Currency, then such Lender shall
         so notify the Administrative Agent, which notification shall be given
         immediately by the Administrative Agent to the applicable Borrower or,
         as the case may be, Borrowers, and such Lender's portion of the
         requested Revolving Credit Loan shall, in each case, notwithstanding
         any contrary election by the applicable Borrower or, as the case may
         be, Borrowers or any other provisions hereof, be denominated in Dollars
         as a Eurocurrency Rate Loan with the same Interest Period as selected
         by the applicable Borrower or, as the case may be, Borrowers for such
         Revolving Credit Loan. In the event that the Borrowers repay such
         portion of a Revolving Credit Loan denominated in Dollars as a
         Eurocurrency Rate Loan, in accordance with  Section 3.3 hereof and such
         repayment results in Revolving Credit Loans outstanding that are not
         pro rata in accordance with the Commitment Percentages, then all
         subsequent principal repayments denominated in the Optional Currency
         which the applicable Lender did not advance shall be made by the
         applicable Borrower or, as the case may be, Borrowers to the
         Administrative Agent for the respective accounts of such

<PAGE>

                                      -48-

         Lenders other than such Lender on a pro rata basis until such time as
         the Revolving Credit Loans are outstanding on a pro rata basis. Subject
         to the foregoing and to the satisfaction of the terms and conditions of
         ss. 11 and 12, each Revolving Credit Loan requested to be made in an
         Optional Currency will be made on the date specified therefor in the OC
         Notice, in the currency requested in the OC Notice and, upon being so
         made, will have the Interest Period requested in the OC Notice.

                  2.10.2. FUNDING. Each Lender may make any Eurocurrency Rate
         Loan denominated in an Optional Currency by causing any of its domestic
         or foreign branches or foreign affiliates to make such Eurocurrency
         Rate Loan (whether or not such branch or affiliate is named as a
         lending office on the signature pages hereof); provided that in such
         event the obligation of the Borrowers to repay such Eurocurrency Rate
         Loan shall nevertheless be to such Lender and shall, for all purposes
         of this Credit Agreement (including without limitation for purposes of
         the definition of the term "Required Lenders") be deemed made by such
         Lender, to the extent of such Eurocurrency Rate Loan, for the account
         of such branch or affiliate.

         2.11. REQUEST FOR EXTENSION OF MATURITY DATE. The Borrowers may, on one
occasion, provided that no Default or Event of Default has occurred and is
continuing, by written notice to the Syndication Agent given not less than sixty
(60) days prior to the first anniversary of the Closing Date request that the
initial Maturity Date be extended to the date which is one year after the
initial Maturity Date. The Syndication Agent shall notify the Lenders of such
request promptly after receipt, and request each Lender to notify the
Syndication Agent of its determination to consent or not to consent to such
extension. Each Lender which makes a determination not to consent to the
extension of the initial Maturity Date on or before the thirtieth day prior to
the first anniversary of the Closing Date shall notify the Syndication Agent of
such determination by the thirtieth day prior to the first anniversary of the
Closing Date. A Lender's failure to respond within the foregoing time period
shall not be deemed to be a consent by such Lender to the extension of the
Maturity Date. The Borrowers may take the actions permitted by ss. 5.12 to
replace any Lender that fails to agree to such extension. If all of the Lenders
(including the Replacement Bank, if applicable) consent to the extension by so
notifying the Syndication Agent in writing on the first anniversary of the
Closing Date, the Maturity Date shall be extended for one year, and the
definition of Maturity Date shall be deemed to reflect such extension for all
purposes hereof.

                   3. REPAYMENT OF THE REVOLVING CREDIT LOANS.

         3.1. MATURITY. The UK Borrower promises to pay on the Maturity Date,
and there shall become due and payable on the Maturity Date, all of the UK Loans
outstanding to the UK Borrower on such date, together with any and all accrued
and unpaid interest thereon. The Australian Borrower promises to pay on the
Maturity Date, and there shall become due and payable on the Maturity Date, all
of the Australian Loans outstanding to the Australian Borrower on such date,
together with any and all accrued and unpaid interest thereon. The Co-Borrowers
jointly and severally promise to

<PAGE>
                                      -49-


pay on the Maturity Date, and there shall become absolutely due and payable on
the Maturity Date, all of the Revolving Credit Loans outstanding on such date,
together with any and all accrued and unpaid interest thereon.

         3.2. MANDATORY REPAYMENTS OF REVOLVING CREDIT LOANS. If at any time
(including as a result of any determination of the Dollar Equivalent of the
Loans and LC Exposure pursuant to ss. 5.13) (a) the Dollar Equivalent of the
Total Facility Usage exceeds the Total Commitment at such time, then the
applicable Borrower or, as the case may be, Borrowers shall immediately or, in
the case of any determination made pursuant to ss. 5.13, in the time period
specified by ss. 5.13.2, pay the amount of such excess to the Administrative
Agent for the respective accounts of the Lenders for application: first, to any
Unpaid Reimbursement Obligations; second, to the Swingline Loans; third, to the
Revolving Credit Loans; fourth, to the Competitive Bid Loans; and fifth, to
provide to the Administrative Agent cash collateral for Reimbursement
Obligations as contemplated by ss. 4.2(ii) and (iii) provided, however, subject
to ss. 6 hereof, (i) any payments by the UK Borrower shall be applied solely to
the UK Loans or Unpaid Reimbursement Obligations or Reimbursement Obligations in
respect of Letters of Credit issued for the account of the UK Borrower and (ii)
any payments by the Australian Borrower shall be applied solely to the
Australian Loans or Unpaid Reimbursement Obligations or Reimbursement
Obligations in respect of Letters of Credit issued for the account of the
Australian Borrower and (b) if the Dollar Equivalent of the sum of the
outstanding UK Loans, Australian Loans and LC Exposure in respect of Letters of
Credit issued for the account of the UK Borrower or the Australian Borrower
exceeds the UK/Australian Sublimit, the UK Borrower and the Australian Borrower
shall immediately pay the amount of such excess to the Administrative Agent for
the respective accounts of the Lenders for application, in the case of the UK
Borrower, first, to any Unpaid Reimbursement Obligations in respect of Letters
of Credit issued for the account of a UK Borrower; second, to the UK Loans; and
third, to provide to the Administrative Agent cash collateral for Reimbursement
Obligations in respect of Letters of Credit issued for the account of the UK
Borrower as contemplated by ss. 4.2(ii) and (iii) and, in the case of the
Australian Borrower, first, to any Unpaid Reimbursement Obligations in respect
of Letters of Credit issued for the account of the Australian Borrower; second,
to the Australian Loans; and third, to provide to the Administrative Agent cash
collateral for Reimbursement Obligations in respect of Letters of Credit issued
for the account of the Australian Borrower as contemplated by ss. 4.2(ii) and
(iii). Each payment of any Unpaid Reimbursement Obligations or prepayment of
Revolving Credit Loans shall be allocated among the Lenders, in proportion, as
nearly as practicable, to each Reimbursement Obligation or (as the case may be)
the respective unpaid principal amount of each Lender's Co-Borrower Note, UK
Note or (as the case may be) Australian Note, with adjustments to the extent
practicable to equalize any prior payments or repayments not exactly in
proportion and if no Revolving Credit Loans, Unpaid Reimbursement Obligations or
Swingline Loans, are outstanding, then to Competitive Bid Loans, in proportion,
as nearly as practicable, to the unpaid principal amount of each Lender's
Competitive Bid Note.


<PAGE>

                                      -50-

         3.3. OPTIONAL REPAYMENTS OF REVOLVING CREDIT LOANS. The Borrowers shall
have the right, at their election, to repay the outstanding amount of the
Revolving Credit Loans, as a whole or in part, at any time without penalty or
premium, provided that any full or partial prepayment of the outstanding amount
of any Eurocurrency Rate Loans pursuant to this ss. 3.3 made other than on the
last day of the Interest Period relating thereto shall be subject to the payment
of any additional costs described in ss. 5.10 incurred by any Lender. The
Borrowers shall give the Administrative Agent, no later than 10:00 a.m. (Eastern
time), at least one (1) Business Day prior written notice of any proposed
prepayment pursuant to this ss. 3.3 of Base Rate Loans or Eurocurrency Rate
Loans denominated in Dollars and four (4) Business Days notice of any proposed
prepayment pursuant to this ss. 3.3 of Eurocurrency Rate Loans denominated in an
Optional Currency, in each case specifying the proposed date of prepayment of
Revolving Credit Loans and the principal amount to be prepaid. Each such partial
prepayment of the Revolving Credit Loans shall be in the amount of $5,000,000 or
a multiple of $1,000,000 in excess thereof (or the equivalent thereof in an
Optional Currency), shall be accompanied by the payment of accrued interest on
the principal prepaid to the date of prepayment and shall be applied, in the
absence of instruction by the Borrowers, first to the principal of Base Rate
Loans and then to the principal of Eurocurrency Rate Loans. Each partial
prepayment shall be allocated among the Lenders, in proportion, as nearly as
practicable, to the respective unpaid principal amount of each Lender's
Revolving Credit Note, with adjustments to the extent practicable to equalize
any prior repayments not exactly in proportion.

                              4. LETTERS OF CREDIT.

         4.1.  LETTER OF CREDIT COMMITMENTS.

                  4.1.1. COMMITMENT TO ISSUE LETTERS OF CREDIT. Subject to the
         terms and conditions hereof and the execution and delivery by the
         Borrowers of a letter of credit application on the Issuing Bank's
         customary form (a "Letter of Credit Application"), the Issuing Bank on
         behalf of the Lenders and in reliance upon the agreement of the Lenders
         set forth in ss. 4.1.4 and upon the representations and warranties of
         the Borrowers contained herein, agrees, in its individual capacity, to
         issue, extend and renew for the account of the Co-Borrowers, the UK
         Borrower or, as the case may be, the Australian Borrower one or more
         standby or documentary letters of credit (individually, a "Letter of
         Credit"), denominated in Dollars or an Optional Currency in such form
         as may be requested from time to time by the applicable Borrower or, as
         the case may be, Borrowers and agreed to by the Issuing Bank; provided,
         however, that, after giving effect to such request, (a) the sum of the
         Dollar Equivalent of the aggregate Maximum Drawing Amount and all
         Unpaid Reimbursement Obligations shall not exceed $25,000,000 at any
         one time, (b) the Dollar Equivalent of the Total Facility Usage shall
         not exceed the Total Commitment at such time and (c) the sum of the
         Dollar Equivalent of the LC Exposure in respect of Letters of Credit
         issued for the account of the UK Borrower or the Australian Borrower,
         the outstanding UK Loans and the outstanding Australian Loans shall not
         exceed the UK/Australian Sublimit. The Issuing Bank shall provide the
         Administrative Agent, on a
<PAGE>
                                      -51-

         monthly basis, a report on the Maximum Drawing Amount of outstanding
         Letters of Credit. The Administrative Agent shall provide the Lenders,
         on a quarterly basis, a report on the Maximum Drawing Amount of
         outstanding Letters of Credit.

                  4.1.2. LETTER OF CREDIT APPLICATIONS. Each Letter of Credit
         Application shall be completed to the satisfaction of the Issuing Bank.
         In the event that any provision of any Letter of Credit Application
         shall be inconsistent with any provision of this Credit Agreement, then
         the provisions of this Credit Agreement shall, to the extent of any
         such inconsistency, govern.

                  4.1.3. TERMS OF LETTERS OF CREDIT. Each Letter of Credit
         issued, extended or renewed hereunder shall, among other things, (a)
         provide for the payment of sight drafts for honor thereunder when
         presented in accordance with the terms thereof and when accompanied by
         the documents described therein, and (b) have an expiry date no later
         than the date which is fourteen (14) days (or, if the Letter of Credit
         is confirmed by a confirmer or otherwise provides for one or more
         nominated persons, forty-five (45) days) prior to the Maturity Date.
         Each Letter of Credit so issued, extended or renewed shall be subject
         to the Uniform Customs and Practice for Documentary Credits (1993
         Revision), International Chamber of Commerce Publication No. 500 or any
         successor version thereto adopted by the Issuing Bank in the ordinary
         course of its business as a letter of credit issuer and in effect at
         the time of issuance of such Letter of Credit (the "Uniform Customs")
         or, in the case of a standby Letter of Credit, either the Uniform
         Customs or the International Standby Practices (ISP98), International
         Chamber of Commerce Publication No. 590, or any successor code of
         standby letter of credit practices among banks adopted by the Issuing
         Bank in the ordinary course of its business as a standby letter of
         credit issuer and in effect at the time of issuance of such Letter of
         Credit.

                  4.1.4. REIMBURSEMENT OBLIGATIONS OF LENDERS. Each Lender
         severally agrees that it shall be absolutely liable, without regard to
         the occurrence of any Default or Event of Default or any other
         condition precedent whatsoever, to the extent of such Lender's
         Commitment Percentage, to reimburse the Issuing Bank on demand for the
         amount of each draft paid by the Issuing Bank under each Letter of
         Credit to the extent that such amount is not reimbursed by the
         Borrowers pursuant to ss. 4.2 (such agreement for a Lender being called
         herein the "Letter of Credit Participation" of such Lender).

                  4.1.5. PARTICIPATIONS OF LENDERS. Each such payment made by a
         Lender shall be treated as the purchase by such Lender of a
         participating interest in the Borrowers' Reimbursement Obligation under
         ss. 4.2 in an amount equal to such payment. Each Lender shall share in
         accordance with its participating interest in any interest which
         accrues pursuant to ss. 4.2.

         4.2. REIMBURSEMENT OBLIGATION OF THE BORROWERS. In order to induce the
Issuing Bank to issue, extend and renew each Letter of Credit and the Lenders to

<PAGE>

                                      -52-


participate therein, (a) the Co-Borrowers hereby jointly and severally agree to
reimburse or pay to the Administrative Agent, for the account of the Issuing
Bank or (as the case may be) the Lenders, with respect to each Letter of Credit
issued, extended or renewed by the Issuing Bank hereunder at the request of the
Co-Borrowers, (b) the UK Borrower hereby agrees to reimburse or pay to the
Administrative Agent, for the account of the Issuing Bank or (as the case may
be) the Lenders, with respect to each Letter of Credit issued, extended or
renewed by the Issuing Bank hereunder at the request of the UK Borrower, and (c)
the Australian Borrower hereby agrees to reimburse or pay to the Administrative
Agent, for the account of the Issuing Bank or (as the case may be) the Lenders,
with respect to each Letter of Credit issued, extended or renewed by the Issuing
Bank hereunder at the request of the Australian Borrower,

         (i) except as otherwise expressly provided in ss. 4.2(ii) and (iii)
or ss. 4.3, on each date that any draft presented under such Letter of Credit is
honored by the Issuing Bank, or the Issuing Bank otherwise makes a payment with
respect thereto, (A) the amount paid by the Issuing Bank under or with respect
to such Letter of Credit denominated in the same currency in which such draft or
such payment was denominated, and (B) the amount of any taxes, fees, charges or
other costs and expenses whatsoever incurred by the Issuing Bank or any Lender
in connection with any payment made by the Issuing Bank or any Lender under, or
with respect to, such Letter of Credit, denominated in the same currency in
which such costs and expenses were denominated,

         (ii) upon the reduction (but not termination) of the Total Commitment
to an amount less than the Dollar Equivalent of the Maximum Drawing Amount, the
Dollar Equivalent of the amount equal to such difference, which amount shall be
held by the Administrative Agent for the benefit of the Lenders and the Issuing
Bank as cash collateral for all Reimbursement Obligations, and

         (iii) upon the termination of the Total Commitment, or the acceleration
of the Reimbursement Obligations with respect to all Letters of Credit in
accordance with ss. 13, an amount equal to the then Maximum Drawing Amount on
all Letters of Credit (such amounts to be denominated in the same currency as
such Letters of Credit), which amount shall be held by the Administrative Agent
for the benefit of the Lenders and the Issuing Bank as cash collateral for all
Reimbursement Obligations.

Each such payment shall be made to the Administrative Agent at the
Administrative Agent's Office in Same Day Funds. Except as otherwise provided in
ss. 4.3 with respect to Unpaid Reimbursement Obligations which are converted to
Revolving Credit Loans, interest on any and all amounts remaining unpaid by the
Borrowers under this ss. 4.2 at any time from the date such amounts become due
and payable (whether as stated in this ss. 4.2, by acceleration or otherwise)
until payment in full (whether before or after judgment) shall be payable to the
Administrative Agent on demand at the rate specified in ss. 5.11 for overdue
principal on the Revolving Credit Loans.

         4.3. LETTER OF CREDIT PAYMENTS. If any draft shall be presented or
other demand for payment shall be made under any Letter of Credit, the Issuing
Bank shall notify the Borrowers of the date, amount and currency of the draft
presented or demand for

<PAGE>

                                      -53-

payment and of the date and time when it expects to pay such draft or honor such
demand for payment. If the applicable Borrower or, as the case may be, Borrowers
fail to reimburse the Issuing Bank as provided in ss. 4.2 on or before the date
that such draft is paid or other payment is made by the Issuing Bank, the
Issuing Bank may at any time thereafter notify the Administrative Agent who will
promptly notify the Lenders of the amount and currency of any such Unpaid
Reimbursement Obligation. If no Default or Event of Default is then continuing,
the applicable Borrower or, as the case may be, Borrowers shall be deemed to
have requested a Co-Borrower Loan, in the case of a Co-Borrower, a UK Loan in
the case of the UK Borrower and an Australian Loan in the case of the Australian
Borrower which shall be a Base Rate Loan in the same currency as, and in an
amount equal to the amount of, such draft or other payment and the notice from
the Issuing Bank to the Lenders shall be deemed to be a notice of a Revolving
Credit Loan Request made by the Administrative Agent. No later than 3:00 p.m.
(Eastern time) on the Business Day next following the receipt of such notice,
each Lender shall make available to the Administrative Agent, at the
Administrative Agent's Office, in Same Day Funds and in the currency in which
such draft was paid, such Lender's Commitment Percentage of such Unpaid
Reimbursement Obligation, together with an amount equal to the product of (a)
the average, computed for the period referred to in clause (c) below, of the
Overnight Rate for each day included in such period, times (b) the amount equal
to such Lender's Commitment Percentage of such Unpaid Reimbursement Obligation,
times (c) a fraction, the numerator of which is the number of days that elapse
from and including the date the Issuing Bank paid the draft presented for honor
or otherwise made payment to the date on which such Lender's Commitment
Percentage of such Unpaid Reimbursement Obligation shall become immediately
available to the Administrative Agent, and the denominator of which is 360. If
no Default or Event of Default is continuing at the time the Administrative
Agent notified the Lenders of the amount of such Unpaid Reimbursement
Obligation, the amounts made available to the Administrative Agent by the
Lenders hereunder shall be treated as a Co-Borrower Loan, in the case of a
Co-Borrower, a UK Loan in the case of the UK Borrower and an Australian Loan in
the case of the Australian Borrower in Dollars or an Optional Currency, as the
case may be, in all respects bearing interest at the Base Rate or, if in an
Optional Currency, the Eurocurrency Rate having an Interest Period of one month
with a Drawdown Date as of the date on which the Issuing Bank paid the draft
presented for honor or otherwise made such payment. The responsibility of the
Issuing Bank to the Borrowers and the Lenders shall be only to determine that
the documents (including each draft) delivered under each Letter of Credit in
connection with such presentment shall be in conformity in all material respects
with such Letter of Credit.

         4.4. OBLIGATIONS ABSOLUTE. The Borrowers' obligations under this ss. 4
shall be absolute and unconditional under any and all circumstances and
irrespective of the occurrence of any Default or Event of Default or any
condition precedent whatsoever or any setoff, counterclaim or defense to payment
which the Borrowers may have or have had against any Agent, the Issuing Bank,
any Lender or any beneficiary of a Letter of Credit. Each of the Borrowers
further agrees with the Agents, the Issuing Bank and the Lenders that, except
for liability resulting from such Agent's, the Issuing Bank's or such Lender's
gross negligence or willful misconduct, the Agents, the Issuing Bank and the

<PAGE>

                                      -54-

Lenders shall not be responsible for, and the Borrowers' Reimbursement
Obligations under ss. 4.2 shall not be affected by, among other things, the
validity or genuineness of documents or of any endorsements thereon, even if
such documents should in fact prove to be in any or all respects invalid,
fraudulent or forged, or any dispute between or among any Borrower, the
beneficiary of any Letter of Credit or any financing institution or other party
to which any Letter of Credit may be transferred or any claims or defenses
whatsoever of any Borrower against the beneficiary of any Letter of Credit or
any such transferee. None of the Agents, the Issuing Bank nor any Lenders shall
be liable for any error, omission, interruption or delay in transmission,
dispatch or delivery of any message or advice, however transmitted, in
connection with any Letter of Credit unless resulting from its gross negligence
or willful misconduct. Each of the Borrowers agrees that any action taken or
omitted by any Agent, the Issuing Bank or any Lender under or in connection with
each Letter of Credit and the related drafts and documents, if done in good
faith, shall be binding upon each Borrower and shall not result in any liability
on the part of the Issuing Bank, any Agent or any Lender to any Borrower.

         4.5. RELIANCE BY ISSUER. To the extent not inconsistent with ss. 4.4,
the Issuing Bank shall be entitled to rely, and shall be fully protected in
relying upon, any Letter of Credit, draft, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document 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, independent accountants and
other experts selected by the Issuing Bank. The Issuing Bank shall be fully
justified in failing or refusing to take any action under this Credit Agreement
unless it shall first have received such advice or concurrence of the Required
Lenders as it reasonably deems appropriate or it shall first be indemnified to
its reasonable satisfaction by the Lenders against any and all liability and
expense which may be incurred by it by reason of taking or continuing to take
any such action. The Issuing Bank shall in all cases be fully protected in
acting, or in refraining from acting, under this Credit Agreement 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 the Lenders and all future
holders of the Notes or of a Letter of Credit Participation.

         4.6. LETTER OF CREDIT FEE. The Borrowers shall, on the first day of
each calendar quarter for the immediately preceding calendar quarter, pay a fee
(in each case, a "Letter of Credit Fee") to the Administrative Agent (a) in
respect of each standby Letter of Credit issued, extended or renewed during such
calendar quarter, an amount equal to the Applicable Margin per annum with
respect to standby Letter of Credit Fees of the face amount of such standby
Letter of Credit, which Letter of Credit Fee shall be for the accounts of the
Lenders in accordance with their respective Commitment Percentages and (b) in
respect of each documentary Letter of Credit an amount equal to the Applicable
Margin per annum with respect to documentary Letter of Credit Fees on the face
amount of such documentary Letter of Credit, which Letter of Credit Fee shall be
for the accounts of the Lenders in accordance with their respective Commitment
Percentages. In respect of each Letter of Credit, the Borrowers shall also pay
to the Issuing Bank for the Issuing Bank's own account, at the time of the
issuance, extension

<PAGE>

                                      -55-

or renewal of each Letter of Credit, a fronting fee agreed by the Issuing Bank
and the Borrowers and, at such other time or times as such charges are
customarily made by the Issuing Bank, the Issuing Bank's customary issuance,
amendment, negotiation or document examination and other administrative fees as
in effect from time to time.

         4.7. TRANSITIONAL LETTERS OF CREDIT. Schedule 4.7 contains a list of
certain letters of credit issued prior to the Closing Date for the account of
the Borrowers by PNC Bank, National Association in its capacity as Issuing Bank
under the Existing Credit Agreement (the "Existing Letters of Credit"). On the
Closing Date, (a) the Existing Letters of Credit shall be deemed to be Letters
of Credit issued pursuant to this ss. 4 and shall be subject to all of the
provisions applicable to Letters of Credit under this Credit Agreement,
including, without limitation, such provisions as relate to the Letter of Credit
Participations of the Lenders, and (b) all liabilities of any Borrower with
respect to the Existing Letters of Credit shall constitute Obligations of such
Borrower with respect to Letters of Credit in accordance with this Credit
Agreement and the Loan Documents as though such Borrower had executed a Letter
of Credit Application with respect thereto under this Credit Agreement. On the
Closing Date, the letter of credit fees owing with respect to the Existing
Letters of Credit under ss. 2.10(c) of the Existing Credit Agreement shall be
calculated and paid in full to PNC Bank, National Association as Administrative
Agent under the Existing Credit Agreement. From and after the Closing Date, the
Borrowers shall pay Letter of Credit Fees and such other fees as provided in
ss. 4.6, in each case when due pursuant to ss. 4.6, with respect to each of the
Existing Letters of Credit.

                         5. CERTAIN GENERAL PROVISIONS.

         5.1. CLOSING AND AGENTS' FEES. The Co-Borrowers jointly and severally
agree to pay (a) to the Administrative Agent for the accounts of the Lenders on
the Closing Date a closing fee (the "Closing Fee") as set forth in the Closing
Fee Letter and (b) to the applicable Bank Agents, at the times and in the manner
set forth in the Fee Letters, the fees described in the Fee Letters.

         5.2. BGI AS AGENT FOR OTHER BORROWERS. Each of the Borrowers, by its
execution of this Credit Agreement, irrevocably authorizes BGI to give and
receive all notices and instructions, to take all actions and make such
agreements expressed to be capable of being given, received or taken by BGI or
any other Borrower under this Credit Agreement and the other Loan Documents,
including, without limitation, the making of any Loan Request on behalf of such
other Borrower, and notwithstanding that such notice, instruction, action or
agreement may affect such other Borrower, and each Borrower shall, as regards
the Agents, the Issuing Bank and the other Lenders, be bound thereby as though
each Borrower, as applicable, itself had given or received such notice or
instruction, taken such action or made such agreement.



<PAGE>


                                      -56-


         5.3.  FUNDS FOR PAYMENTS.

                  5.3.1. PAYMENTS TO ADMINISTRATIVE AGENT. All payments of
         principal and interest on Loans, Reimbursement Obligations, Fees and
         any other amounts due hereunder or under any of the other Loan
         Documents shall be made on the due date thereof to the Administrative
         Agent in the currency set forth in ss. 5.13.1, for the respective
         accounts of the Lenders, the Swingline Lender, any Agent or the Issuing
         Bank, as the case may be, at the Administrative Agent's Office or at
         such other place that the Administrative Agent may from time to time
         designate, in each case at or about 11:00 a.m. (Eastern time or other
         local time at the place of payment) and in Same Day Funds.

                  5.3.2. NO OFFSET, ETC. All payments by the Borrowers hereunder
         and under any of the other Loan Documents shall be made without
         recoupment, setoff or counterclaim and free and clear of and without
         deduction for any taxes, levies, imposts, duties, charges, fees,
         deductions, withholdings, compulsory loans, restrictions or conditions
         of any nature now or hereafter imposed or levied by any jurisdiction or
         any political subdivision thereof or taxing or other authority therein
         unless the Borrowers are compelled by law to make such deduction or
         withholding. If any such obligation is imposed upon the Borrowers with
         respect to any amount payable by them hereunder or under any of the
         other Loan Documents, the Borrowers will pay to the Administrative
         Agent, for the account of the Lenders, the Swingline Lender, the
         applicable Agent or (as the case may be) the Issuing Bank, on the date
         on which such amount is due and payable hereunder or under such other
         Loan Document, such additional amount in Dollars or the applicable
         Optional Currency as shall be necessary to enable the Lenders, the
         Swingline Lender, such Agent or the Issuing Bank to receive the same
         net amount which the Lenders, the Swingline Lender, such Agent or the
         Issuing Bank would have received on such due date had no such
         obligation been imposed upon the Borrowers. The Borrowers will deliver
         promptly to the Administrative Agent certificates or other valid
         vouchers for all taxes or other charges deducted from or paid with
         respect to payments made by the Borrowers hereunder or under such other
         Loan Document.

                  5.3.3. NON-U.S. LENDERS. Each Lender and Agent that is not a
         U.S. Person as defined in Section 7701(a)(30) of the Code for federal
         income tax purposes (a "Non-U.S. Lender") hereby agrees that, if and to
         the extent it is legally able to do so, it shall, prior to the date of
         the first payment by the Borrowers hereunder to be made to such Lender
         or Agent or for such Lender's or Agent's account, deliver to the
         Borrowers and the Administrative Agent, as applicable, such
         certificates, documents or other evidence, as and when required by the
         Code or Treasury Regulations issued pursuant thereto, including (a) in
         the case of a Non-U.S. Lender that is a "bank" for purposes of Section
         881(c)(3)(A) of the Code, two (2) duly completed copies of Internal
         Revenue Service Form W-8BEN or Form W-8ECI and any other certificate or
         statement of exemption required by Treasury Regulations, or any
         subsequent versions thereof or successors thereto, properly completed
         and duly executed by such Lender or Agent establishing that with
         respect to payments of principal, interest or fees

<PAGE>

                                      -57-

         hereunder it is (i) not subject to United States federal withholding
         tax under the Code because such payment is effectively connected with
         the conduct by such Lender or Agent of a trade or business in the
         United States or (ii) totally exempt or partially exempt from United
         States federal withholding tax under a provision of an applicable tax
         treaty and (b) in the case of a Non-U.S. Lender that is not a "bank"
         for purposes of Section 881(c)(3)(A) of the Code, a certificate in form
         and substance reasonably satisfactory to the Administrative Agent and
         the Borrowers and to the effect that (i) such Non-U.S. Lender is not a
         "bank" for purposes of Section 881(c)(3)(A) of the Code, is not subject
         to regulatory or other legal requirements as a bank in any
         jurisdiction, and has not been treated as a bank for purposes of any
         tax, securities law or other filing or submission made to any
         governmental authority, any application made to a rating agency or
         qualification for any exemption from any tax, securities law or other
         legal requirements, (ii) is not a ten (10) percent shareholder for
         purposes of Section 881(c)(3)(B) of the Code and (iii) is not a
         controlled foreign corporation receiving interest from a related person
         for purposes of Section 881(c)(3)(C) of the Code, together with a
         properly completed Internal Revenue Service Form W-8 or W-9, as
         applicable (or successor forms). Each Lender and Agent agrees that it
         shall, promptly upon a change of its lending office or the selection of
         any additional lending office, to the extent the forms previously
         delivered by it pursuant to this section are no longer effective, and
         promptly upon the Borrowers' or the Administrative Agent's reasonable
         request after the occurrence of any other event (including the passage
         of time) requiring the delivery of a Form W-8BEN, Form W-8ECI, Form W-8
         or W-9 in addition to or in replacement of the forms previously
         delivered, deliver to the Borrowers and the Administrative Agent, as
         applicable, if and to the extent it is properly entitled to do so, a
         properly completed and executed Form W-8BEN, Form W-8ECI, Form W-8 or
         W-9, as applicable (or any successor forms thereto).

         5.4. COMPUTATIONS. All computations of interest on the Loans (other
than Eurocurrency Rate Loans) and of Fees shall, unless otherwise expressly
provided herein, be based on a 365/366-day year and paid for the actual number
of days elapsed. All computations of interest on Eurocurrency Rate Loans shall
be based on a 360-day year and paid for the actual number of days elapsed except
that computations of interest on Eurocurrency Rate Loans denominated in an
Optional Currency shall be based on customary banking practices for such
Optional Currency. Except as otherwise provided in the definition of the term
"Interest Period" with respect to Eurocurrency Rate Loans, whenever a payment
hereunder or under any of the other Loan Documents becomes due on a day that is
not a Business Day, the due date for such payment shall be extended to the next
succeeding Business Day, and interest shall accrue during such extension. The
outstanding amount of the Loans as reflected on the Note Records and accounts
relating to such Loans from time to time shall be considered correct and binding
on the Borrowers unless within five (5) Business Days after receipt of any
notice by the Administrative Agent or any of the Lenders of such outstanding
amount, the Administrative Agent or such Lender shall notify the Borrowers to
the contrary.
<PAGE>

                                      -58-

         5.5. INABILITY TO DETERMINE EUROCURRENCY RATE. In the event, prior to
the commencement of any Interest Period relating to any Eurocurrency Rate Loan
denominated in Dollars or an Optional Currency (such currency, whether Dollars
or an Optional Currency, referred to in this ss. 5.5 as the "Affected
Currency"), the Administrative Agent shall determine or be notified by the
Required Lenders that (a) adequate and reasonable methods do not exist for
ascertaining the Eurodollar Rate, the International Eurocurrency Rate that
would otherwise determine the rate of interest to be applicable to any
Eurocurrency Rate Loan denominated in the Affected Currency during any Interest
Period or (b) the Eurocurrency Rate determined or to be determined for such
Interest Period will not adequately and fairly reflect the cost to the Lenders
of making or maintaining their Eurocurrency Rate Loans during such period, the
Administrative Agent shall forthwith give notice of such determination (which
shall be conclusive and binding on the Borrowers and the Lenders) to the
Borrowers and the Lenders. In such event (i) any Loan Request or Conversion
Request with respect to Eurocurrency Rate Loans shall be automatically
withdrawn and, only in the case of Revolving Credit Loans denominated in
Dollars, shall be deemed a request for Base Rate Loans, (ii) each Eurocurrency
Rate Loan if denominated in Dollars will automatically, on the last day of the
then current Interest Period relating thereto, become a Base Rate Loan, and if
denominated in an Optional Currency that is an Affected Currency, be repaid
and (iii) the obligations of the Lenders to make Eurocurrency Rate Loans
denominated in the Affected Currency shall be suspended until the
Administrative Agent or the Required Lenders determine that the circumstances
giving rise to such suspension no longer exist, whereupon the Administrative
Agent or, as the case may be, the Administrative Agent upon the instruction
of the Required Lenders, shall so notify the Borrowers and the Lenders.

         5.6. ILLEGALITY. Notwithstanding any other provisions herein, if any
present or future law, regulation, treaty or directive or the interpretation or
application thereof shall make it unlawful for any Lender to make or maintain
Eurocurrency Rate Loans denominated in any currency (such currency whether
Dollars or an Optional Currency referred to in this ss. 5.6 as the "Affected
Currency"), such Lender shall forthwith give notice of such circumstances to the
Borrowers and the other Lenders and thereupon (a) the commitment of such Lender
to make Eurocurrency Rate Loans or convert Base Rate Loans to Eurocurrency Rate
Loans denominated in the Affected Currency shall forthwith be suspended and (b)
such Lender's Loans then outstanding as Eurocurrency Rate Loans and denominated
in an Affected Currency where such Affected Currency is Dollars, if any, shall
be converted automatically to Base Rate Loans on the last day of each Interest
Period applicable to such Eurocurrency Rate Loans or within such earlier period
as may be required by law and the Eurocurrency Rate Loans then outstanding and
denominated in an Optional Currency that is an Affected Currency if any, shall
be repaid on the last day of each Interest Period applicable to such
Eurocurrency Rate Loan or within such earlier period as may be required by law.
The Borrowers hereby jointly and severally agree promptly to pay the
Administrative Agent for the account of such Lender, upon demand by such Lender,
any additional amounts necessary to compensate such Lender for any costs
incurred by such Lender in making any conversion in accordance with this
ss. 5.6, including any interest or fees payable by such Lender to

<PAGE>

                                      -59-


lenders of funds obtained by it in order to make or maintain its Eurocurrency
Rate Loans hereunder.

         5.7. ADDITIONAL COSTS, ETC. If any present or future applicable law,
which expression, as used herein, includes statutes, rules and regulations
thereunder and interpretations thereof by any competent court or by any
governmental or other regulatory body or official charged with the
administration or the interpretation thereof and requests, directives,
instructions and notices at any time or from time to time hereafter made upon or
otherwise issued to any Lender, Agent or the Issuing Bank by any central bank or
other fiscal, monetary or other authority (whether or not having the force of
law), shall:

         (a) subject any Lender, Agent or the Issuing Bank to any tax, levy,
impost, duty, charge, fee, deduction or withholding of any nature with respect
to this Credit Agreement, the other Loan Documents, any Letters of Credit, such
Lender's Commitment or the Loans (other than taxes based upon or measured by the
income or profits of such Lender, Agent or the Issuing Bank), or

         (b) materially change the basis of taxation (except for changes in
taxes on income or profits) of payments to any Lender of the principal of or the
interest on any Loans or any other amounts payable to any Lender, Agent or the
Issuing Bank under this Credit Agreement or any of the other Loan Documents, or

         (c) impose or increase or render applicable (other than to the
extent specifically provided for elsewhere in this Credit Agreement) any special
deposit, reserve, assessment, liquidity, capital adequacy or other similar
requirements (whether or not having the force of law) against assets held by, or
deposits in or for the account of, or loans by, or letters of credit issued by,
or commitments of an office of any Lender or the Issuing Bank, or

         (d) impose on any Lender, Agent or the Issuing Bank any other
conditions or requirements with respect to this Credit Agreement, the other Loan
Documents, any Letters of Credit, the Loans, such Lender's Commitment, or any
class of loans, letters of credit or commitments of which any of the Loans or
such Lender's Commitment forms a part, and the result of any of the foregoing is

                           (i) to increase the cost to any Lender or the Issuing
                  Bank of making, funding, issuing, renewing, extending or
                  maintaining any of the Loans or such Lender's Commitment or
                  any Letter of Credit, or

                           (ii) to reduce the amount of principal, interest,
                  Reimbursement Obligation or other amount payable to such
                  Lender, Agent or the Issuing Bank hereunder on account of such
                  Lender's Commitment, any Letter of Credit or any of the Loans,
                  or

                           (iii) to require such Lender, Agent or the Issuing
                  Bank to make any payment or to forego any interest or
                  Reimbursement Obligation or
<PAGE>

                                      -60-

                  other sum payable hereunder, the amount of which payment or
                  foregone interest or Reimbursement Obligation or other sum is
                  calculated by reference to the gross amount of any sum
                  receivable or deemed received by such Lender, Agent or the
                  Issuing Bank from the Borrowers hereunder,

         (e) impose on any Lender, Agent or the Issuing Bank any Mandatory
Costs with respect to the Credit Agreement, the other Loan Documents, such
Lender's Commitment or the Loans,

then, and in each such case, the Borrowers will, upon demand made by such Lender
or (as the case may be) any Agent or the Issuing Bank at any time and from time
to time and as often as the occasion therefor may arise, pay to such Lender,
Agent or the Issuing Bank such additional amounts as will be sufficient to
compensate such Lender, Agent or the Issuing Bank for such additional cost,
reduction, payment or foregone interest or Reimbursement Obligation or other
sum.

         5.8. CAPITAL ADEQUACY. If after the date hereof any Lender, Agent or
the Issuing Bank determines that (a) the adoption of or change in any law,
governmental rule, regulation, policy, guideline or directive (whether or not
having the force of law) regarding capital requirements for banks or bank
holding companies or any change in the interpretation or application thereof by
a Governmental Authority with appropriate jurisdiction, or (b) compliance by
such Lender, Agent or the Issuing Bank or any corporation controlling such
Lender, Agent or the Issuing Bank with any law, governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law) of any
such entity regarding capital adequacy, has the effect of reducing the return on
such Lender's, Agent's or the Issuing Bank's commitment with respect to any
Loans to a level below that which such Lender, Agent or the Issuing Bank could
have achieved but for such adoption, change or compliance (taking into
consideration such Lender's, Agent's or the Issuing Bank's then existing
policies with respect to capital adequacy and assuming full utilization of such
entity's capital) by any amount deemed by such Lender or (as the case may be)
Agent or the Issuing Bank to be material, then such Lender, Agent or the Issuing
Bank may notify the Borrowers of such fact. To the extent that the amount of
such reduction in the return on capital is not reflected in the Base Rate, the
Borrowers jointly and severally agree to pay such Lender or (as the case may be)
Agent or the Issuing Bank for the amount of such reduction in the return on
capital as and when such reduction is determined upon presentation by such
Lender or (as the case may be) such Agent or the Issuing Bank of a certificate
in accordance with ss. 5.9 hereof. Each Lender shall allocate such cost
increases among its customers in good faith and on an equitable basis.

         5.9. CERTIFICATE. A certificate setting forth any additional amounts
payable pursuant to ss. 5.7 or 5.8 and a brief explanation of such amounts
which are due, submitted by any Lender, Agent or the Issuing Bank to the
Borrowers, shall be conclusive, absent manifest error, that such amounts are due
and owing.

<PAGE>

                                      -61-


         5.10. INDEMNITY. The Borrowers jointly and severally agree to indemnify
each Lender and to hold each Lender harmless from and against any loss, cost or
expense (including loss of anticipated profits) that such Lender may sustain or
incur as a consequence of (a) default by a Borrower in payment of the principal
amount of or any interest on any Eurocurrency Rate Loans or Competitive Bid
Loans as and when due and payable, including any such loss or expense arising
from interest or fees payable by such Lender to banks of funds obtained by it in
order to maintain its Eurocurrency Rate Loans or Competitive Bid Loans, (b)
default by a Borrower in making a borrowing or conversion after such Borrower
has given (or is deemed to have given) a Loan Request or a Conversion Request
relating thereto in accordance with ss. 2.1.1, 2.4.1.6, 2.5.2 or 2.9 or (c)
the making of any payment of a Eurocurrency Rate Loan or Competitive Bid Loans
or the making of any conversion of any such Loan to a Base Rate Loan on a day
that is not the last day of the applicable Interest Period with respect thereto,
including interest or fees payable by such Lender to lenders of funds obtained
by it in order to maintain any such Loans.

         5.11.  INTEREST AFTER DEFAULT.

                  5.11.1. OVERDUE AMOUNTS. Overdue principal and (to the extent
         permitted by applicable law) interest on the Loans and all other
         overdue amounts payable hereunder or under any of the other Loan
         Documents shall bear interest compounded monthly and payable on demand
         at a rate per annum equal to two percent (2%) above the rate of
         interest then applicable thereto (or, if no rate of interest is then
         applicable thereto, the Base Rate) until such amount shall be paid in
         full (after as well as before judgment).

                  5.11.2. AMOUNTS NOT OVERDUE. During the continuance of a
         Default or an Event of Default the principal of the Loans not overdue
         shall, until such Default or Event of Default has been cured or
         remedied or such Default or Event of Default has been waived by the
         Required Lenders pursuant to ss. 16.12, bear interest at a rate per
         annum equal to the rate of interest applicable to overdue principal
         pursuant to ss. 5.11.1.

         5.12. REPLACEMENT OF LENDERS. If any Lender (an "Affected Lender") (a)
makes demand upon the Borrowers for (or if the Borrowers are otherwise required
to pay) amounts pursuant to ss. 5.7 or 5.8, (b) is unable to make or maintain
Eurocurrency Rate Loans as a result of a condition described in ss. 5.6, (c)
gives notice to the Syndication Agent that it will not consent to the extension
of the Maturity Date pursuant to ss. 2.11 or (d) defaults in its obligation to
make Loans in accordance with the terms of this Credit Agreement or purchase any
Letter of Credit Participation or participate in any Swingline Loan, the
Borrowers may, so long as no Default or Event of Default has occurred and is
then continuing, within ninety (90) days of receipt of such demand, notice (or
the occurrence of such other event causing the Borrowers to be required to pay
such compensation or causing ss. 5.6 to be applicable), or default referred to
in clauses (a), (b) or (d), or in the case of clause (c) above, prior to the
first anniversary of the Closing Date, as the case may be, by notice (a
"Replacement Notice") in writing to the Syndication Agent and such Affected
Lender (i) request the Affected Lender to cooperate with the

<PAGE>

                                      -62-


Borrowers in obtaining a replacement Lender satisfactory to the Syndication
Agent and the Borrowers (the "Replacement Lender"); (ii) request the
non-Affected Lenders to acquire and assume all of the Affected Lender's Loans
and Commitment as provided herein, but none of such Lenders shall be under an
obligation to do so; or (iii) designate a Replacement Lender approved by the
Bank Agents, such approval not to be unreasonably withheld or delayed. If any
satisfactory Replacement Lender shall be obtained, and/or if any one or more of
the non-Affected Lenders shall agree to acquire and assume all of the Affected
Lender's Loans and Commitment, then such Affected Lender shall assign, in
accordance with ss. 15, all of its Commitment, Loans, Letter of Credit
Participations, Notes and other rights and obligations under this Credit
Agreement and all other Loan Documents to such Replacement Lender or
non-Affected Lenders, as the case may be, in exchange for payment of the
principal amount so assigned and all interest and fees accrued on the amount so
assigned, plus all other Obligations then due and payable to the Affected
Lender; provided, however, that (A) such assignment shall be without recourse,
representation or warranty and shall be on terms and conditions reasonably
satisfactory to such Affected Lender and such Replacement Lender and/or
non-Affected Lenders, as the case may be, and (B) prior to any such assignment,
the Borrowers shall have paid to such Affected Lender all amounts properly
demanded and unreimbursed under ss. 5.7 and 5.8. Upon the effective date of
such assignment, the Borrowers shall issue replacement Notes to such Replacement
Lender and/or non-Affected Lenders, as the case may be, and such institution
shall become a "Lender" for all purposes under this Credit Agreement and the
other Loan Documents.

         5.13.  CURRENCY MATTERS.

                  5.13.1. CURRENCY OF ACCOUNT. Dollars are the currency of
         account and payment for each and every sum at any time due from the
         Borrowers hereunder in each case except as expressly provided in this
         Credit Agreement; provided that:

                  (a) each repayment of a Loan, Unpaid Reimbursement Obligation
         or a part thereof shall be made in the currency in which such Loan or
         Unpaid Reimbursement Obligation is denominated at the time of that
         repayment;

                  (b) each payment of interest shall be made in the currency in
         which such principal or other sum in respect of which such interest is
         payable, is denominated;

                  (c)  each payment of Fees shall be in Dollars;

                  (d)  each  payment in respect of costs, expenses and
         indemnities  shall be made in the currency in which the same were
         incurred; and

                  (e) any amount expressed to be payable in a currency other
         than Dollars shall be paid in that other currency.
<PAGE>

                                      -63-


                  No payment to any Agent, the Issuing Bank or any Lender
         (whether under any judgment or court order or otherwise) shall
         discharge the obligation or liability in respect of which it was made
         unless and until such Agent, the Issuing Bank or such Lender shall have
         received payment in full in the currency in which such obligation or
         liability was incurred, and to the extent that the amount of any such
         payment shall, on actual conversion into such currency, fall short of
         such obligation or liability actual or contingent expressed in that
         currency, the Borrowers jointly and severally agree to indemnify and
         hold harmless such Agent, the Issuing Bank or such Lender, as the case
         may be, with respect to the amount of the shortfall, with such
         indemnity surviving the termination of this Credit Agreement and any
         legal proceeding, judgment or court order pursuant to which the
         original payment was made which resulted in the shortfall.

                  5.13.2. CURRENCY FLUCTUATIONS. (a) Not later than 1:00 p.m.
         (Eastern time) on the last Business Day of each month with respect to
         Letters of Credit and on the last day of each Interest Period with
         respect to Revolving Credit Loans (in each case, the "Calculation
         Date"), the Administrative Agent shall determine the Dollar Equivalent
         as of such date of the LC Exposure or, as the case may be, such
         Revolving Credit Loan. The Dollar Equivalent so determined shall become
         effective on the first Business Day immediately following such
         determination (a "Reset Date") and shall remain effective until the
         next succeeding Reset Date relating to LC Exposure or, as the case may
         be, such Revolving Credit Loan.

                  (b) If, on any Reset Date and on the Maturity Date, the Dollar
         Equivalent of the Total Facility Usage exceeds the Total Commitment by
         more than $10,000,000 or the Dollar Equivalent of the sum of the UK
         Loans and the Australian Loans and the LC Exposure in respect of
         Letters of Credit issued for the accounts of the UK Borrower or the
         Australian Borrower exceeds the UK/Australian Sublimit by more than
         $2,500,000, in each case for three (3) or more consecutive Business
         Days (but only as to the Reset Date), then the applicable Borrowers
         shall repay or prepay the Loans in accordance with this Credit
         Agreement in an aggregate principal amount such that, after giving
         effect thereto, the Total Facility Usage (expressed in Dollars) no
         longer exceeds the Total Commitment (expressed in Dollars) or, as the
         case may be, the UK/Australian Sublimit.

                  5.13.3. EXCHANGE RATE. For purposes of this Credit Agreement,
         the amount in one currency which shall be equivalent on any particular
         date to a specified amount in another currency shall be that amount (as
         conclusively ascertained by the Administrative Agent by its normal
         banking practices, absent manifest error) in the first currency which
         is or could be purchased by the Administrative Agent (in accordance
         with normal banking practices) with such specified amount in the second
         currency at the Exchange Rate.

                  5.13.4. DENOMINATIONS. In the event that any portion of the
         funds available under the terms of this Credit Agreement is denominated
         in an
<PAGE>

                                      -64-


         Optional Currency, the Dollar Equivalent of such portion of the funds
         shall be calculated pursuant to ss. 5.13.3 above. The amount so
         determined shall then be added to the amount already outstanding in
         Dollars for the purpose of determining the remaining availability of
         funds under ss. 2.1.1, 2.4.1.1, 2.5.1, 2.11 and 4.1 and any required
         repayments under ss. 15.13.2.

         5.14. NEW CURRENCY. If, after the making of any Loan or the issuance,
renewal or extension of any Letter of Credit in any Optional Currency, currency
control or exchange regulations are imposed in the country which issues such
Optional Currency, as application, with the result that different types of such
Optional Currency (the "New Currency") are introduced and the type of currency
in which the Loan or Letter of Credit was made (the "Original Currency") no
longer exists or the Borrowers are not able to make payment to the
Administrative Agent for the account of the Lenders, any Agent or the Issuing
Bank in such Original Currency, then all payments to be made by the Borrowers
hereunder in such currency shall be made to the Administrative Agent in such
amount and such type of the New Currency as shall be equivalent to the amount of
such payment otherwise due hereunder in the Original Currency, it being the
intention of the parties hereto that the Borrowers take all risks of the
imposition of any such currency control or exchange regulations. In addition,
notwithstanding the foregoing provisions of this ss. 5.14, if, after the making
of any Loan or the issuance, renewal or extension of any Letter of Credit in any
Optional Currency, the Borrowers are not able to make payment to the
Administrative Agent for the account of the Lenders, any Agent or the Issuing
Bank in the type of currency in which such Loan was made or, as the case may be,
such Letter of Credit was issued, extended or renewed because of the imposition
of any such currency control or exchange regulation, then such Loan or, as the
case may be, Reimbursement Obligation in respect of such Letter of Credit shall
instead be repaid when due in Dollars in a principal amount equal to the Dollar
Equivalent (as of the date of repayment) of such Loan or, as the case may be,
Reimbursement Obligation in respect of such Letter of Credit.

         5.15. CONCERNING  JOINT AND SEVERAL LIABILITY OF  THE CO-BORROWERS.

         (a) Each of the Co-Borrowers is accepting joint and several liability
hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the Lenders, the Issuing Bank and the Agents
under this Credit Agreement, for the mutual benefit, directly and indirectly, of
each of the Co-Borrowers and in consideration of the undertakings of each other
Co-Borrower to accept joint and several liability for the Obligations.

         (b) Each of the Co-Borrowers, jointly and severally, hereby irrevocably
and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Co-Borrowers, with respect to the
payment and performance of all of the Obligations (including, without
limitation, any Obligations arising under this ss. 5.15), it being the intention
of the parties hereto that all the Obligations shall be the joint and several
obligations of each of the Co-Borrowers without preferences or distinction among
them.

<PAGE>

                                      -65-

         (c) If and to the extent that any of the Co-Borrowers shall fail to
make any payment with respect to any of the Obligations as and when due or to
perform any of the Obligations in accordance with the terms thereof, then in
each such event the other Co-Borrowers will make such payment with respect to,
or perform, such Obligation.

         (d) The Obligations of each of the Co-Borrowers under the provisions of
this ss. 5.15 constitute the full recourse Obligations of each of the
Co-Borrowers enforceable against each such Person to the full extent of its
properties and assets, irrespective of the validity, regularity or
enforceability of this Credit Agreement or the other Loan Documents or any other
circumstance whatsoever as to any other Co-Borrower.

         (e) Except as otherwise expressly provided herein, each Co-Borrower
hereby waives promptness, diligence, presentment, demand, protest, notice of
acceptance of its joint and several liability, notice of any and all advances of
the Loans made under this Credit Agreement and the Notes, notice of occurrence
of any Default or Event of Default (except to the extent notice is expressly
required to be given pursuant to the terms of this Credit Agreement or any of
the other Loan Documents), or of any demand for any payment under this Credit
Agreement, notice of any action at any time taken or omitted by any Agent, the
Issuing Bank or the Lenders under or in respect of any of the Obligations
hereunder, any requirement of diligence and, generally, all demands, notices and
other formalities of every kind in connection with this Credit Agreement and the
other Loan Documents. Each Co-Borrower hereby waives all defenses which may be
available by virtue of any valuation, stay, moratorium law or other similar law
now or hereafter in effect, any right to require the marshaling of assets of the
Co-Borrowers and any other entity or Person primarily or secondarily liable with
respect to any of the Obligations, and all suretyship defenses generally. Each
Co-Borrower hereby assents to, and waives notice of, any extension or
postponement of the time for the payment, or place or manner for payment,
compromise, refinancing, consolidation or renewals of any of the Obligations
hereunder, the acceptance of any partial payment thereon, any waiver, consent or
other action or acquiescence by the Agents, the Issuing Bank and the Lenders at
any time or times in respect of any default by any Co-Borrower in the
performance or satisfaction of any term, covenant, condition or provision of
this Credit Agreement and the other Loan Documents, any and all other
indulgences whatsoever by the Agents, the Issuing Bank and the Lenders in
respect of any of the Obligations hereunder, and the taking, addition,
substitution or release, in whole or in part, at any time or times, of any
security for any of such Obligations or the addition, substitution or release,
in whole or in part, of any Co-Borrowers or any other entity or Person primarily
or secondarily liable for any Obligation. Such Co-Borrower further agrees that
its Obligations shall not be released or discharged, in whole or in part, or
otherwise affected by the adequacy of any rights which any Agent, the Issuing
Bank or any Lender may have against any collateral security or other means of
obtaining repayment of any of the Obligations, the impairment of any collateral
security securing the Obligations, including, without limitation, the failure to
protect or preserve any rights which any Agent, the Issuing Bank or any Lender
may have in such collateral security or the substitution, exchange, surrender,
release, loss or destruction of any such collateral security, any other act or
omission which might in any manner or to any extent
<PAGE>
                                      -66-


vary the risk of such Co-Borrower, or otherwise operate as a release or
discharge of such Co-Borrower, all of which may be done without notice to such
Co-Borrower. If for any reason any of the other Co-Borrowers has no legal
existence or is under no legal obligation to discharge any of the Obligations,
or if any of the Obligations have become irrecoverable from any of the other
Co-Borrowers by reason of such other Co-Borrower's insolvency, bankruptcy or
reorganization or by other operation of law or for any reason, this Credit
Agreement and the other Loan Documents to which it is a party shall nevertheless
be binding on such Co-Borrower to the same extent as if such Co-Borrower at all
times had been the sole obligor on such Obligations. Without limiting the
generality of the foregoing, each Co-Borrower assents to any other action or
delay in acting or failure to act on the part of the Agents, the Issuing Bank
and the Lenders, including, without limitation, any failure strictly or
diligently to assert any right or to pursue any remedy or to comply fully with
applicable laws or regulations thereunder which might, but for the provisions of
this ss. 5.15, afford grounds for terminating, discharging or relieving such
Co-Borrower, in whole or in part, from any of its obligations under this
ss. 5.15, it being the intention of each Co-Borrower that, so long as any of the
Obligations hereunder remain unsatisfied, the obligations of such Co-Borrower
under this ss. 5.15 shall not be discharged except by performance and then only
to the extent of such performance. The Obligations of each Co-Borrower under
this ss. 5.15 shall not be diminished or rendered unenforceable by any winding
up, reorganization, arrangement, liquidation, reconstruction or similar
proceeding with respect to any reconstruction or similar proceeding with respect
to any other Co-Borrower, or any of the Lenders. The joint and several liability
of the Co-Borrowers hereunder shall continue in full force and effect
notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, ownership, membership, constitution or place of
formation of any Co-Borrower or the Lenders. Each of the Co-Borrowers
acknowledges and confirms that it has itself established its own adequate means
of obtaining from each of the other Co-Borrowers on a continuing basis all
information desired by such Co-Borrower concerning the financial condition of
each of the other Co-Borrowers and that each such Co-Borrower will look to each
of the other Co-Borrowers and not to any Agent, the Issuing Bank or any Lender
in order for such Co-Borrower to keep adequately informed of changes in each of
the other Co-Borrowers' respective financial conditions.

         (f) The provisions of this ss. 5.15 are made for the benefit of the
Lenders, the Agents and the Issuing Bank and their respective permitted
successors and assigns, and may be enforced by it or them from time to time
against any or all of the Co-Borrowers as often as occasion therefor may arise
and without requirement on the part of the Lenders, the Agents or the Issuing
Bank or such successor or assign first to marshal any of its or their claims or
to exercise any of its or their rights against any of the other Co-Borrowers or
to exhaust any remedies available to it or them against any of the other
Co-Borrowers or to resort to any other source or means of obtaining payment of
any of the Obligations hereunder or to elect any other remedy. The provisions of
this ss. 5.15 shall remain in effect until all of the Obligations shall have
been paid in full or otherwise fully satisfied. If at any time, any payment, or
any part thereof, made in respect of any of the Obligations, is rescinded or
must otherwise be restored or returned by any Lender, any

<PAGE>

                                      -67-

Agent or the Issuing Bank upon the insolvency, bankruptcy or reorganization of
any of the Co-Borrowers, or otherwise, the provisions of this ss. 5.15 will
forthwith be reinstated in effect, as though such payment had not been made.

         (g) Each of the Co-Borrowers hereby agrees that it will not enforce any
of its rights of reimbursement, contribution, subrogation or the like against
the other Co-Borrowers with respect to any liability incurred by it hereunder or
under any of the other Loan Documents, any payments made by it to any of the
Lenders, any Agent or the Issuing Bank with respect to any of the Obligations or
any collateral security therefor until such time as all of the Obligations have
been irrevocably paid in full in cash. Any claim which any Co-Borrower may have
against any other Co-Borrower with respect to any payments to the Lenders, the
Agents or the Issuing Bank hereunder or under any other Loan Documents are
hereby expressly made subordinate and junior in right of payment, without
limitation as to any increases in the Obligations arising hereunder or
thereunder, to the prior payment in full of the Obligations and, in the event of
any insolvency, bankruptcy, receivership, liquidation, reorganization or other
similar proceeding under the laws of any jurisdiction relating to any
Co-Borrower, its debts or its assets, whether voluntary or involuntary, all such
Obligations shall be paid in full before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to any
other Co-Borrower therefor.

         (h) Each of the Co-Borrowers hereby agrees that the payment of any
amounts due with respect to the indebtedness owing by any Co-Borrower to any
other Co-Borrower is hereby subordinated to the prior payment in full in cash of
the Obligations. Each Co-Borrower hereby agrees that after the occurrence and
during the continuance of any Default or Event of Default, such Co-Borrower will
not demand, sue for or otherwise attempt to collect any indebtedness of any
other Co-Borrower owing to such Co-Borrower until the Obligations shall have
been paid in full in cash. If, notwithstanding the foregoing sentence, such
Co-Borrower shall collect, enforce or receive any amounts in respect of such
indebtedness, such amounts shall be collected, enforced and received by such
Co-Borrower as trustee for the Administrative Agent and be paid over to the
Administrative Agent for the pro rata accounts of the Lenders to be applied to
repay the Obligations.

         5.16. ADDITIONAL BORROWERS. BGI may cause additional Subsidiaries of
BGI to become Borrowers hereunder by causing such Subsidiary or Subsidiaries to
agree to be bound by the provisions of this Credit Agreement and the Notes, to
execute and deliver a Joinder Agreement to the Bank Agents and to deliver such
legal opinions and other documents and instruments as the Bank Agents may
request, including allonges to the Notes. To the extent that BGI causes any
Foreign Subsidiary of BGI which has not been classified for United States income
tax purposes as a "US person" as defined in Section 957 of the Code to become a
Borrower hereunder, such Foreign Subsidiary will be added as a UK Borrower or an
Australian Borrower and not as a Co-Borrower.

         5.17. LIMITATIONS ON CERTAIN OBLIGATIONS OF UK BORROWER AND AUSTRALIAN
BORROWER. Subject to ss. 6 hereof and notwithstanding any other provision
hereof, each of the UK Borrower and the Australian Borrower (a) shall only be
liable for such

<PAGE>

                                      -68-

Borrower's pro rata share (based upon the average daily outstanding principal
amount of Revolving Credit Loans made to and the LC Exposure in respect of
Letters of Credit issued for the account of such Borrower, if any, during any
period of measurement or, as the case may be, as of the date of determination)
of the Facility Fee, the Utilization Fee, any expenses payable under ss. 5.6,
5.7, 5.8 or 16.2, and any indemnification obligations under ss. 16.3, (b) shall
only be liable for Letter of Credit Fees and other fees under ss. 4.6 which
arise from Letters of Credit issued, extended or renewed for the account of such
Borrower, (c) shall only be liable for indemnification costs under ss. 5.10
which arise from Revolving Credit Loans made to such Borrower and (d) shall not
be liable for any payments in respect of the Closing Fee and other fees payable
under ss. 5.1 hereof.

                                 6.  GUARANTY.

         6.1. GUARANTY OF PAYMENT AND PERFORMANCE. For value received and hereby
acknowledged and as an inducement to the Lenders to make Loans to the Borrowers
and the Issuing Bank to issue Letters of Credit for the account of the
Borrowers, (a) each Guarantor hereby absolutely, unconditionally and irrevocably
guarantees to the Agents, the Issuing Bank and the Lenders, the full and
punctual payment when due (whether at stated maturity, by required pre-payment,
by acceleration or otherwise), as well as the performance, of all of the
Obligations including all such which would become due but for the operation of
the automatic stay pursuant to ss. 362(a) of the Federal Bankruptcy Code and the
operation of ss. 502(b) and 506(b) of the Federal Bankruptcy Code (such
obligations collectively being the "Guaranteed Obligations"), (b) the Australian
Borrower hereby absolutely, unconditionally and irrevocably guarantees to the
Agents, the Issuing Bank and the Lenders, the full and punctual payment when due
(whether at stated maturity, by required pre-payment, by acceleration or
otherwise), as well as the performance, of all of the UK Obligations including
all such which would become due but for the operation of the automatic stay
pursuant to ss. 362(a) of the Federal Bankruptcy Code and the operation of
ss. 502(b) and 506(b) of the Federal Bankruptcy Code (such obligations
collectively being the "UK Guaranteed Obligations"), and (c) the UK Borrower
hereby absolutely, unconditionally and irrevocably guarantees to the Agents, the
Issuing Bank and the Lenders, the full and punctual payment when due (whether at
stated maturity, by required pre-payment, by acceleration or otherwise), as well
as the performance, of all of the Australian Obligations including all such
which would become due but for the operation of the automatic stay pursuant to
ss. 362(a) of the Federal Bankruptcy Code and the operation of ss. 502(b) and
506(b) of the Federal Bankruptcy Code (such obligations collectively being the
"Australian Guaranteed Obligations"). This ss. 6 is in no way conditioned upon
any requirement that any Agent, the Issuing Bank or any Lender first attempt to
collect any of the Obligations from the applicable Borrower or, as the case may
be, Borrowers or resort to any collateral security or other means of obtaining
payment. Should any Borrower default in the payment or performance of any of its
Obligations, the obligations of each Guarantor, the Australian Borrower and the
UK Borrower hereunder with respect to the Guaranteed Obligations, the UK
Guaranteed Obligations or, as the case may be, the Australian Guaranteed
Obligations shall become immediately due and payable to the Administrative
Agent, for the benefit of the Lenders, the Issuing Bank and the Agents, without
demand or notice of
<PAGE>
                                      -69-


any nature, all of which are expressly waived by each Guarantor, the UK Borrower
and the Australian Borrower.

         6.2. GUARANTY ABSOLUTE. Each of the Guarantors guarantees that the
Guaranteed Obligations, the Australian Borrower guarantees that the UK
Guaranteed Obligations and the UK Borrower guarantees that the Australian
Guaranteed Obligations will be paid strictly in accordance with the terms
hereof, regardless of any law, regulation, order, decree or directive (whether
or not having the force of law) or any interpretation thereof, now or hereafter
in effect in any jurisdiction affecting any of such terms or the rights of any
Agent, the Issuing Bank or any Lender with respect thereto, including, without
limitation, any law, regulation, order, decree or directive or interpretation
thereof that purports to require or permit the satisfaction of any Guaranteed
Obligation, UK Guaranteed Obligation or, as the case may be, Australian
Guaranteed Obligation other than strictly in accordance with the terms of this
Credit Agreement (such as by the tender of a currency other than as provided in
ss. 5.13 or that restricts the procurement of such currency by the Borrowers or
the Guarantors), or (b) any agreement, whether or not signed by or on behalf of
any Agent, the Issuing Bank or the Lenders, in connection with the restructuring
or rescheduling of public or private obligations in any Borrower's country,
whether or not such agreement is stated to cause or permit the discharge of the
Obligations prior to the final payment in full of the Obligations in the
currency required by ss. 5.13 in strict accordance with this Credit Agreement.
The liability of each Guarantor under this Guaranty with regard to the
Guaranteed Obligations of each Borrower, the liability of the Australian
Borrower under this Guaranty with regard to the UK Guaranteed Obligations of the
UK Borrower, and the liability of the UK Borrower under this Guaranty with
regard to the Australian Guaranteed Obligations of the Australian Borrower,
shall be absolute and unconditional irrespective of:

         (a) any lack of authorization, execution, validity or enforceability or
any illegality of such Borrower to become a Borrower hereunder, this Credit
Agreement and any amendment hereof (with regard to such Guaranteed Obligations,
the UK Guaranteed Obligations and the Australian Guaranteed Obligations, as the
case may be), or any other obligation, agreement or instrument relating thereto
(it being agreed by each Guarantor, the Australian Borrower and the UK Borrower
that the Guaranteed Obligations, the UK Guaranteed Obligations and the
Australian Guaranteed Obligations shall not be discharged prior to the final and
complete satisfaction of all of the Obligations of the Borrowers) or any failure
to obtain any necessary governmental consent or approvals or necessary third
party consents or approvals;

         (b) any Agent's, the Issuing Bank's or any Lender's exercise or
enforcement of, or failure or delay in exercising or enforcing, legal
proceedings to collect the Obligations or the Guaranteed Obligations, the UK
Guaranteed Obligations or the Australian Guaranteed Obligations, as the case may
be, or any power, right or remedy with respect to any of the Obligations or the
Guaranteed Obligations, the UK Guaranteed Obligations or the Australian
Guaranteed Obligations, as the case may be, including (i) any suspension of any
Agent's, the Issuing Bank's or any Lender's right to enforce against any other
Borrower of the Guaranteed Obligations, the UK Guaranteed

<PAGE>

                                      -70-

Obligations or the Australian Guaranteed Obligations, as the case may be, or
(ii) any change in the time, manner or place of payment of, or in any other term
of, all or any of the Guaranteed Obligations of such Borrower, the UK Guaranteed
Obligations of the UK Borrower or the Australian Guaranteed Obligations of the
Australian Borrower or any other amendment or waiver of or any consent to
departure from this Credit Agreement or the other Loan Documents (with regard to
such Guaranteed Obligations, the UK Guaranteed Obligations and the Australian
Guaranteed Obligations) or any other agreement or instrument governing or
evidencing any of the Guaranteed Obligations, the UK Guaranteed Obligations or
the Australian Guaranteed Obligations, as the case may be;

         (c) any exchange, release or non-perfection of any collateral, or any
release or amendment or waiver of or consent to departure from any other
guaranty, for all or any of the Guaranteed Obligations of such Borrower, the UK
Guaranteed Obligations of the UK Borrower or the Australian Guaranteed
Obligations of the Australian Borrower;

         (d) any change in ownership of such Borrower;

         (e) any acceptance of any partial payment(s) from such Borrower;

         (f) any insolvency, bankruptcy, reorganization, arrangement,
adjustment, composition, assignment for the benefit of creditors, appointment of
a receiver, examiner or trustee for all or any part of any Borrower's assets;

         (g) any assignment, participation or other transfer, in whole or in
part, of any Agent's, the Issuing Bank's or any Lender's interest in and rights
under this Credit Agreement or any other Loan Document, or of any Agent's, the
Issuing Bank's or any Lender's interest in the Obligations or the Guaranteed
Obligations or the UK Guaranteed Obligations or the Australian Guaranteed
Obligations, as the case may be;

         (h) any cancellation, renunciation or surrender of any pledge, guaranty
or any debt instrument evidencing the Obligations or the Guaranteed Obligations
or the UK Guaranteed Obligations or the Australian Guaranteed Obligations, as
the case may be;

         (i) any Agent's, the Issuing Bank's or any Lender's vote, claim,
distribution, election, acceptance, action or inaction in any bankruptcy or
reorganization case related to the Obligations or the Guaranteed Obligations or
the UK Guaranteed Obligations or the Australian Guaranteed Obligations, as the
case may be; or

         (j) any other action or circumstance, other than payment, which might
otherwise constitute a defense available to, or a discharge of, such Borrower in
respect of its or the Guaranteed Obligations or the UK Guaranteed Obligations or
the Australian Guaranteed Obligations, as the case may be.

         This Guaranty shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Guaranteed Obligations or
the UK Guaranteed
<PAGE>
                                      -71-


Obligations or the Australian Guaranteed Obligations, as the case may be, is
rescinded or must otherwise be returned by any Agent, the Issuing Bank or any
Lender upon the insolvency, bankruptcy or reorganization, examination of any
Borrower or otherwise, all as though such payment had not been made.

         6.3. EFFECTIVENESS, ENFORCEMENT. The Guaranty herein of each Guarantor,
the Australian Borrower and the UK Borrower shall be effective and shall be
deemed to be made with respect to each Loan made or Letter of Credit issued to a
Borrower as of the time it is made. No invalidity, irregularity or
unenforceability by reason of any bankruptcy or similar law, or any law or order
of any government or agency thereof purporting to reduce, amend or otherwise
affect any liability of a Borrower, and no defect in or insufficiency or want of
powers of any Borrower or irregular or improperly recorded exercise thereof,
shall impair, affect, be a defense to or claim against such Guaranty. This
Guaranty is a continuing guaranty and shall (a) survive any termination of this
Credit Agreement and (b) remain in full force and effect until payment in full
in cash and performance of all Guaranteed Obligations, Australian Guaranteed
Obligations or UK Guaranteed Obligations, as the case may be, and all other
amounts payable under this Guaranty. This Guaranty is made for the benefit of
each Agent, the Issuing Bank and each of the Lenders and their respective
successors and assigns, and may be enforced from time to time as often as
occasion therefor may arise and without requirement on the part of any Agent,
the Issuing Bank or any Lender first to exercise any rights against any Borrower
or to exhaust any remedies available to it against any Borrower or to resort to
any other source or means of obtaining payment of any of the Guaranteed
Obligations, the UK Guaranteed Obligations or Australian Guaranteed Obligations,
as the case may be, or to elect any other remedy. In the event that acceleration
of the time for payment (or the giving of notice of such acceleration) of the
Guaranteed Obligations, the UK Guaranteed Obligations or Australian Guaranteed
Obligations, as the case may be, of any Borrower is stayed upon the insolvency,
bankruptcy, examination or reorganization, of such Borrower or for any other
reason, all such amounts otherwise subject to acceleration under the terms of
this Credit Agreement shall be immediately due and payable by the Guarantor, the
Australian Borrower or the UK Borrower, as the case may be, under the Guaranty
herein provided.

         6.4. WAIVER. Each of the Guarantors, the Australian Borrower and the UK
Borrower hereby waives promptness, diligence, protest, notice of protest, all
suretyship defenses, notice of acceptance and any other notice with respect to
any of the Guaranteed Obligations, the UK Guaranteed Obligations or the
Australian Guaranteed Obligations, as the case may be, and this Guaranty and any
requirement that any Agent, the Issuing Bank or any Lender secure, perfect or
protect any security interest or lien or any property subject thereto or exhaust
any right or take any action against any Borrower or any other Person or any
collateral. Each Guarantor, the Australian Borrower and the UK Borrower also
irrevocably waives, to the fullest extent permitted by law, all defenses which
at any time may be available to it in respect of the Guaranteed Obligations, the
UK Guaranteed Obligations or the Australian Guaranteed Obligations, as the case
may be, by virtue of any statute of limitations, valuation, stay, moratorium law
or other similar law now or hereafter in effect.

<PAGE>

                                      -72-


         6.5. SUBORDINATION; SUBROGATION. Until the termination of the
Commitments and final payment and performance in full in cash of all of the
Obligations, none of the Guarantors, the Australian Borrower nor the UK Borrower
shall exercise and hereby waives any rights against any Borrower as a result of
payment by any Guarantor, the Australian Borrower or the UK Borrower, as the
case may be, hereunder, by way of subrogation, reimbursement, restitution,
contribution or otherwise, and any Guarantor, the Australian Borrower or the UK
Borrower, as the case may be, will not prove any claim in competition with any
Agent, the Issuing Bank or any Lender in respect of any payment hereunder in
bankruptcy, insolvency or reorganization proceedings of any nature; any
Guarantor, the Australian Borrower or the UK Borrower, as the case may be, will
not claim any set-off, recoupment or counterclaim against any Borrower in
respect of any liability of such Guarantor, the Australian Borrower or the UK
Borrower to such Borrower; and each Guarantor, the Australian Borrower and the
UK Borrower waives any benefit of and any right to participate in any collateral
which may be held by any Agent, the Issuing Bank and any Lender. The payment of
any amounts due with respect to any Indebtedness of any Borrower now or
hereafter held by any Guarantor, the Australian Borrower or the UK Borrower, as
the case may be, is hereby subordinated to the prior payment in full of the
Guaranteed Obligations, the UK Guaranteed Obligations or Australian Guaranteed
Obligations, as the case may be. Each Guarantor, the Australian Borrower and the
UK Borrower agrees that after the occurrence of any default in the payment or
performance of the Guaranteed Obligations, the UK Guaranteed Obligations or the
Australian Guaranteed Obligations, as the case may be, such Guarantor, the
Australian Borrower or the UK Borrower, as the case may be, will not demand, sue
for, or otherwise attempt to collect any such Indebtedness of any of the
Borrowers to such Guarantor, the Australian Borrower or such UK Borrower, as the
case may be, until the Guaranteed Obligations, the UK Guaranteed Obligations or
Australian Guaranteed Obligations, as the case may be, then due shall have been
paid in full in cash. If, notwithstanding the foregoing sentence, any Guarantor,
the Australian Borrower or the UK Borrower, as the case may be, shall collect or
receive any amounts in respect of such indebtedness, such amounts shall be
collected and received by such Guarantor, the Australian Borrower or the UK
Borrower, as the case may be, as trustee for the Agents, the Issuing Bank and
the Lenders and be paid over to the Administrative Agent for the respective
accounts of the Agents, the Issuing Bank and the Lenders on account of the
Guaranteed Obligations, the UK Guaranteed Obligations or the Australian
Guaranteed Obligations, as the case may be, without affecting in any manner the
liability of any Guarantor, the Australian Borrower or the UK Borrower under the
other provisions of this ss. 6. The provisions of this section shall survive the
expiration or termination of the Credit Agreement and the other Loan Documents
and the provisions of this section shall be supplemental to and not in
derogation of any rights and remedies of any Agent, the Issuing Bank or any
Lender under any separate subordination agreement which any Agent, the Issuing
Bank or any Lender may at any time and from time to time entered into with any
Guarantor, the Australian Borrower or the UK Borrower for the benefit of any
Agent, the Issuing Bank or any Lender.

         6.6. PAYMENTS. Payments by each Guarantor, the UK Borrower and the
Australian Borrower, as the case may be, hereunder may be required by the Bank

<PAGE>

                                      -73-


Agents on any number of occasions. All payments made by each Guarantor, the UK
Borrower and the Australian Borrower, as the case may be, under this ss. 6 shall
be made to the Administrative Agent, in the manner and at the place of payment
specified therefor in ss. 5.3.1 hereof, for the account of the Lenders, the
Issuing Bank and the Agents and in the same currency in which such Obligation
was made, unless otherwise agreed to in writing by the Agents, the Issuing Bank
or the Lenders.

         6.7. SETOFF. Each Guarantor, the Australian Borrower and the UK
Borrower grants to the Agents, the Issuing Bank and the Lenders, as security for
the full and punctual payment and performance of all of such Guarantor's, the
Australian Borrower and the UK Borrower's, as the case may be, obligations under
this ss. 6 , a continuing lien on, security interest and right of setoff in all
securities or other property belonging to such Guarantor, the Australian
Borrower and the UK Borrower, as the case may be, now or hereafter held by any
Agent, the Issuing Bank or such Lender and in all deposits (general or special,
time or demand, provisional or final) and other sums credited by or due from any
Agent, the Issuing Bank or such Lender to such Guarantor, the Australian
Borrower and the UK Borrower, as the case may be, or subject to withdrawal by
such Guarantor, the Australian Borrower or the UK Borrower, as the case may be.
Regardless of the adequacy of any collateral security or other means of
obtaining payment of any of the Guaranteed Obligations, the UK Guaranteed
Obligations and the Australian Guaranteed Obligations, each of the Agents, the
Issuing Bank and the Lenders is hereby authorized at any time and from time to
time during the continuance of any Event of Default, without notice to any
Guarantor, the Australian Borrower or the UK Borrower (any such notice being
expressly waived by the Guarantor, the Australian Borrower and the UK Borrower)
and to the fullest extent permitted by law, to set off and apply such deposits
and other sums against the obligations of such Guarantor, the Australian
Borrower and the Borrower, as the case may be, under this ss. 6, whether or not
such Agent, the Issuing Bank or such Lender shall have made any demand under
this ss. 6 and although such obligations may be contingent or unmatured.

         6.8. FURTHER ASSURANCES. Each Guarantor, the Australian Borrower and
the UK Borrower agrees that it will from time to time, at the request of either
of the Bank Agents, do all such things and execute all such documents as the
Bank Agents may reasonably consider necessary or desirable to give full effect
to this ss. 6 and to perfect and preserve the rights and powers of the Lenders,
the Issuing Bank and the Agents hereunder. Each Guarantor, the Australian
Borrower and the UK Borrower acknowledges and confirms that it has established
its own adequate means of obtaining from the Borrowers on a continuing basis all
information desired by it concerning the financial condition of the Borrowers
and that it will look to the Borrowers and not to any Agent, the Issuing Bank or
any Lender in order for it to keep adequately informed of changes of the
financial condition of any Borrower.

         6.9. SUCCESSORS AND ASSIGNS. This ss. 6 shall be binding upon each
Guarantor, the Australian Borrower and the UK Borrower, its successors and
assigns, and shall inure to the benefit of the Agents, the Issuing Bank and the
Lenders and their respective successors, and permitted transferees and assigns.
Without limiting the generality of the

<PAGE>

                                      -74-

foregoing sentence, each Lender may, in accordance with the provisions of ss. 15
and subject to the limitations set forth therein, assign or otherwise transfer
this Credit Agreement, the other Loan Documents or any other agreement or note
held by it evidencing, securing or otherwise executed in connection with the
Obligations, or sell participations in any interest therein, to another Person,
and such other Person shall thereupon become vested, to the extent set forth in
the agreement evidencing such assignment, transfer or participation, with all
the rights in respect thereof granted to such Lender herein. None of the
Guarantors, the Australian Borrower or the UK Borrower may assign any of its
obligations hereunder. BGI may cause additional Subsidiaries of BGI to become
Guarantors hereunder by causing such Subsidiary or Subsidiaries to agree to be
bound by the provisions of this ss. 6, to execute and deliver a Joinder
Agreement to the Bank Agents and to deliver such legal opinions and other
documents and instruments as the Bank Agents may request.

         6.10. CONTRIBUTION. To the extent any of the Guarantors, the Australian
Borrower or the UK Borrower makes a payment hereunder in excess of the aggregate
amount of the benefit received by such Person in respect of the extensions of
credit under the Credit Agreement (the "Benefit Amount"), then such Person,
after the payment in full in cash of all of the Guaranteed Obligations, UK
Guaranteed Obligations and Australian Guaranteed Obligations shall be entitled
to recover from each such Person such excess payment, pro rata in accordance
with the ratio of the Benefit Amount received by such other Person to the total
Benefit Amounts received by each of the Guarantors, the Australian Borrower and
the UK Borrower, and the right to such recovery shall be deemed to be in asset
and property of such Person so funding; provided that all such rights to
recovery shall be subordinate and junior in right of payment to the final and
indefeasible repayment in full in cash of all of the Obligations.

         6.11. RELEASE OF GUARANTIES. In the event that BGI has demonstrated to
the reasonable satisfaction of the Bank Agents that either of the UK Borrower or
the Australian Borrower has become classified for United States income tax
purposes as a "US person" as defined in Section 957 of the Code and such
Borrower has become a Co-Borrower and a Guarantor hereunder by executing and
delivering to the Administrative Agent a Joinder Agreement and the documents
referred to therein, the Administrative Agent will, on ten (10) days prior
written notice from BGI delivered to the Agents and the Lenders, release the
guaranty of the Australian Borrower of the UK Guaranteed Obligations in the case
of the UK Borrower being classified as a "US person", and the guaranty of the UK
Borrower of the Australian Guaranteed Obligations in the case of the Australian
Borrower being classified as a "US person". In the event that BGI has
demonstrated to the reasonable satisfaction of the Bank Agents that either of
the UK Borrower or the Australian Borrower is no longer a Wholly-owned
Subsidiary, the Administrative Agent will, on ten (10) days prior written notice
from BGI delivered to the Agents and the Lenders, release the guaranty of the
Australian Borrower of the UK Guaranteed Obligations, in the case of the
Australian Borrower no longer being a Wholly-owned Subsidiary, and the guaranty
of the UK Borrower of the Australian Guaranteed Obligations in the case of the
UK Borrower no longer being a Wholly-


<PAGE>

                                      -75-


owned Subsidiary. No release shall be required under this ss. 6.11 if any
Default or Event of Default has occurred and is continuing.

                       7. REPRESENTATIONS AND WARRANTIES.

         Each of the Borrowers jointly and severally represents and warrants to
the Lenders, the Agents and the Issuing Bank as follows:

         7.1.  CORPORATE AUTHORITY.

                  7.1.1. INCORPORATION; GOOD STANDING. Each of BGI and its
         Subsidiaries (a) is a corporation (or similar business entity) duly
         organized, validly existing and in good standing under the laws of its
         jurisdiction of incorporation or formation, (b) has all requisite
         corporate (or the equivalent company) power to own its property and
         conduct its business as now conducted and as presently contemplated,
         and (c) is in good standing as a foreign corporation (or similar
         business entity) and is duly authorized to do business in each
         jurisdiction where such qualification is necessary except where a
         failure to be so qualified would not have a Material Adverse Effect.

                  7.1.2. AUTHORIZATION. The execution, delivery and performance
         of this Credit Agreement and the other Loan Documents to which any of
         the Borrowers or any of their Subsidiaries is or is to become a party
         and the transactions contemplated hereby and thereby (a) are within the
         corporate (or the equivalent company) authority of such Person, (b)
         have been duly authorized by all necessary corporate (or the equivalent
         company) proceedings, (c) do not and will not conflict with or result
         in any breach or contravention of any provision of law, statute, rule
         or regulation to which any of the Borrowers or any of their
         Subsidiaries is subject or any judgment, order, writ, injunction,
         license or permit applicable to any of the Borrowers or any of their
         Subsidiaries and (d) do not conflict with any provision of the
         Governing Documents of, or any agreement or other instrument binding
         upon, any of the Borrowers or any of their Subsidiaries.

                  7.1.3. ENFORCEABILITY. The execution and delivery of this
         Credit Agreement and the other Loan Documents to which any of the
         Borrowers or any of their Subsidiaries is or is to become a party will
         result in valid and legally binding obligations of such Person
         enforceable against it in accordance with the respective terms and
         provisions hereof and thereof, except as enforceability is limited by
         bankruptcy, insolvency, reorganization, moratorium or other laws
         relating to or affecting generally the enforcement of creditors' rights
         and except to the extent that availability of the remedy of specific
         performance or injunctive relief is subject to the discretion of the
         court before which any proceeding therefor may be brought.

         7.2. GOVERNMENTAL APPROVALS. The execution, delivery and performance by
any of the Borrowers and any of their Subsidiaries of this Credit Agreement and
the other Loan Documents to which any of the Borrowers or any of their
Subsidiaries is or is to


<PAGE>

                                      -76-


become a party and the transactions contemplated hereby and thereby do not
require the approval or consent of, or filing with, any governmental agency or
authority other than those already obtained.

         7.3. TITLE TO PROPERTIES; LEASES. Except as indicated on Schedule 7.3
hereto, the Borrowers and their Subsidiaries own all of the assets reflected in
the consolidated balance sheet of the Borrowers and their Subsidiaries as at the
Balance Sheet Date or acquired since that date (except property and assets sold
or otherwise disposed of in the ordinary course of business since that date),
subject to no Liens or other rights of others, except Permitted Liens.

         7.4.  FISCAL YEAR; FINANCIAL STATEMENTS AND PROJECTIONS.

                  7.4.1. FISCAL YEAR. Each of the Borrowers and each of their
         Subsidiaries has a Fiscal Year which is the 52/53 week period ending on
         the Sunday (except with respect to Walden, on the Saturday) preceding
         the last Wednesday in January. The Fiscal Quarters and Fiscal Year of
         the Borrowers and their Subsidiaries are accurately described in
         ss. 1.1 hereof.

                  7.4.2. FINANCIAL STATEMENTS. There has been furnished to each
         of the Lenders (a) a consolidated balance sheet of BGI and its
         Subsidiaries as at the Balance Sheet Date, and consolidated statements
         of income and cash flow of the Borrowers and their Subsidiaries for the
         Fiscal Year then ended, certified by Ernst & Young LLP. Such balance
         sheet and statements of income and cash flow have been prepared in
         accordance with GAAP and fairly present the financial condition of BGI
         and its Subsidiaries as at the close of business on the date thereof
         and the results of operations for the fiscal year then ended. There are
         no contingent liabilities of any Borrower or any of its Subsidiaries as
         of such date involving material amounts, known to the officers of BGI,
         which were not disclosed in such balance sheet and the notes related
         thereto.

                  7.4.3. PROJECTIONS. The projections of the annual operating
         budgets of BGI and its Subsidiaries on a consolidated basis, balance
         sheets and cash flow statements for the period from January 28, 2002
         through January 23, 2005, copies of which have been delivered to each
         Lender, disclose all assumptions made with respect to general economic,
         financial and market conditions used in formulating such projections.
         To the knowledge of any of the Borrowers or any of their Subsidiaries,
         no facts exist that (individually or in the aggregate) would result in
         any material change in any of such projections. The projections are
         based upon reasonable estimates and assumptions, have been prepared on
         the basis of the assumptions stated therein and reflect the reasonable
         estimates of BGI and its Subsidiaries of the results of operations and
         other information projected therein.

         7.5. NO MATERIAL ADVERSE CHANGES, ETC. Since the Balance Sheet Date
there has been no event or occurrence which has had a Material Adverse Effect.
Since the Balance



<PAGE>

                                      -77-

Sheet Date, the Borrowers have not made any Restricted Payment except as set
forth in Schedule 7.5 hereto.

         7.6. FRANCHISES, PATENTS, COPYRIGHTS, ETC. BGI and each of its
Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade
names, licenses and permits, and rights in respect of the foregoing, adequate
for the conduct of its business substantially as now conducted without known
conflict with any rights of others.

         7.7. LITIGATION. Except as set forth in Schedule 7.7 hereto, there are
no actions, suits, proceedings or investigations of any kind pending or
threatened against BGI or any of its Subsidiaries before any Governmental
Authority, that, (a) might reasonably be expected to, either in any case or in
the aggregate, (i) have a Material Adverse Effect or (ii) materially impair the
right of BGI and its Subsidiaries, considered as a whole, to carry on business
substantially as now conducted by them, or result in any substantial liability
not adequately covered by insurance, or for which adequate reserves are not
maintained on the consolidated balance sheet of BGI and its Subsidiaries, or (b)
which question the validity of this Credit Agreement or any of the other Loan
Documents, or any action taken or to be taken pursuant hereto or thereto.

         7.8. NO MATERIALLY ADVERSE CONTRACTS, ETC. Neither BGI nor any of its
Subsidiaries is subject to any Governing Document or other legal restriction, or
any judgment, decree, order, law, statute, rule or regulation that has or is
expected in the future to have a Material Adverse Effect. Neither BGI nor any of
its Subsidiaries is a party to any contract or agreement that has or is
expected, in the judgment of the Borrowers' officers, to have any Material
Adverse Effect.

         7.9. COMPLIANCE WITH OTHER INSTRUMENTS, LAWS, ETC. Neither BGI nor any
of its Subsidiaries is in violation of any provision of its Governing Documents,
or any agreement or instrument to which it may be subject or by which it or any
of its properties may be bound or any decree, order, judgment, statute, license,
rule or regulation, in any of the foregoing cases in a manner that could result
in the imposition of substantial penalties or have a Material Adverse Effect.

         7.10. TAX STATUS. Each of BGI and its Subsidiaries (a) has made or
filed all federal, state and foreign income and all other tax returns, reports
and declarations required by any jurisdiction to which it is subject where, in
the cases of state or foreign tax returns, failure to make such filing could
have a Material Adverse Effect, (b) has paid all taxes and other governmental
assessments and charges shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and by appropriate
proceedings and (c) has set aside on its books provisions reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such
returns, reports or declarations apply. There are no unpaid taxes in any
material amount claimed to be due by the taxing authority of any jurisdiction,
and none of the officers of any Borrower know of any basis for any such claim.

         7.11.  NO EVENT OF DEFAULT.  No Default or Event of Default has
occurred and is continuing.
<PAGE>

                                      -78-


         7.12. HOLDING COMPANY AND INVESTMENT COMPANY ACTS. None of the
Borrowers nor any of their Subsidiaries is a "holding company", or a "subsidiary
company" of a "holding company", or an "affiliate" of a "holding company", as
such terms are defined in the Public Utility Holding Company Act of 1935; nor is
it an "investment company", or an "affiliated company" or a "principal
underwriter" of an "investment company", as such terms are defined in the
Investment Company Act of 1940.

         7.13. ABSENCE OF FINANCING STATEMENTS, ETC. Except with respect to
Permitted Liens, there is no financing statement, security agreement, chattel
mortgage, real estate mortgage or other document filed or recorded with any
filing records, registry or other public office, that purports to cover, affect
or give notice of any present or possible future Lien on any assets or property
of any Borrower or any of its Subsidiaries or any rights relating thereto.

         7.14. CERTAIN TRANSACTIONS. Except as set forth on Schedule 7.14, none
of the officers, directors, or employees of BGI or any of its Subsidiaries is
presently a party to any transaction with BGI or any of its Subsidiaries (other
than for services as employees, officers and directors), including any contract,
agreement or other arrangement providing for the furnishing of services to or
by, providing for rental of real or personal property to or from, or otherwise
requiring payments to or from any officer, director or such employee or, to the
knowledge of the Borrowers, any corporation, partnership, trust or other entity
in which any officer, director, or any such employee has a substantial interest
or is an officer, director, trustee or partner.

         7.15.  EMPLOYEE BENEFIT PLANS.

                  7.15.1. IN GENERAL. Each Employee Benefit Plan and each
         Guaranteed Pension Plan has been maintained and operated in compliance
         in all material respects with the provisions of ERISA and all
         Applicable Pension Legislation and, to the extent applicable, the Code,
         including but not limited to the provisions thereunder respecting
         prohibited transactions and the bonding of fiduciaries and other
         persons handling plan funds as required by ss. 412 of ERISA. The
         Borrowers have heretofore delivered to the Administrative Agent the
         most recently completed annual report, Form 5500, with all required
         attachments, and actuarial statement required to be submitted under
         ss. 103(d) of ERISA, with respect to each Guaranteed Pension Plan.

                  7.15.2. TERMINABILITY OF WELFARE PLANS. No Employee Benefit
         Plan, which is an employee welfare benefit plan within the meaning of
         ss. 3(1) or ss. 3(2)(B) of ERISA, provides benefit coverage subsequent
         to termination of employment, except as required by Title I, Part 6 of
         ERISA or the applicable state insurance laws, provided, however, that
         any Borrower(s) may include retirees in its employee welfare plans and
         pay a portion of the cost of such coverage so long as (a) the premium
         based cost of the coverage does not exceed, in the aggregate $2,000,000
         and (b) such coverage is terminable at any time by the applicable
         Borrower(s). The Borrowers may terminate each such Plan at any time (or
         at any



<PAGE>

                                      -79-


         time subsequent to the expiration of any applicable bargaining
         agreement) in the discretion of the Borrowers without liability to any
         Person other than for claims arising prior to termination.

                  7.15.3. GUARANTEED PENSION PLANS. Each contribution required
         to be made to a Guaranteed Pension Plan, whether required to be made to
         avoid the incurrence of an accumulated funding deficiency, the notice
         or lien provisions of ss. 302(f) of ERISA, or otherwise, has been
         timely made. No waiver of an accumulated funding deficiency or
         extension of amortization periods has been received with respect to any
         Guaranteed Pension Plan, and none of the Borrowers nor any ERISA
         Affiliate is obligated to or has posted security in connection with an
         amendment to a Guaranteed Pension Plan pursuant to ss. 307 of ERISA or
         ss. 401(a)(29) of the Code. No liability to the PBGC (other than
         required insurance premiums, all of which have been paid) has been
         incurred by any Borrower or any ERISA Affiliate with respect to any
         Guaranteed Pension Plan and there has not been any ERISA Reportable
         Event (other than an ERISA Reportable Event as to which the requirement
         of 30 days notice has been waived), or any other event or condition
         which presents a material risk of termination of any Guaranteed Pension
         Plan by the PBGC. Based on the latest valuation of each Guaranteed
         Pension Plan (which in each case occurred within twelve months of the
         date of this representation), and on the actuarial methods and
         assumptions employed for that valuation, the aggregate benefit
         liabilities of all such Guaranteed Pension Plans within the meaning of
         ss. 4001 of ERISA did not exceed the aggregate value of the assets of
         all such Guaranteed Pension Plans, disregarding for this purpose the
         benefit liabilities and assets of any Guaranteed Pension Plan with
         assets in excess of benefit liabilities.

                  7.15.4. MULTIEMPLOYER PLANS. None of the Borrowers nor any
         ERISA Affiliate has incurred any material liability (including
         secondary liability) to any Multiemployer Plan as a result of a
         complete or partial withdrawal from such Multiemployer Plan under
         ss. 4201 of ERISA or as a result of a sale of assets described in
         ss. 4204 of ERISA. None of the Borrowers nor any ERISA Affiliate has
         been notified that any Multiemployer Plan is in reorganization or
         insolvent under and within the meaning of ss. 4241 or ss. 4245 of ERISA
         or is at risk of entering reorganization or becoming insolvent, or that
         any Multiemployer Plan intends to terminate or has been terminated
         under ss. 4041A of ERISA.

         7.16.  USE OF PROCEEDS.

                  7.16.1. GENERAL. The proceeds of the Loans shall be used for
         working capital and general corporate purposes, repurchases of BGI's
         common stock in accordance with ss. 9.4 and Acquisitions and
         Investments as permitted by this Credit Agreement. The Borrowers will
         obtain Letters of Credit solely for working capital and general
         corporate purposes.

                  7.16.2. REGULATIONS U AND X. No portion of any Loan is to be
         used, and no portion of any Letter of Credit is to be obtained, for the
         purpose of purchasing



<PAGE>

                                      -80-

         or carrying any "margin security" or "margin stock" as such terms are
         used in Regulations U and X of the Board of Governors of the Federal
         Reserve System, 12 C.F.R. Parts 221 and 224.

         7.17. ENVIRONMENTAL COMPLIANCE. The Borrowers have taken all
appropriate inquiry into the previous ownership of the Real Estate consistent
with good commercial or customary practice and, based upon such diligent
investigation, has determined that, to the best of the Borrowers' knowledge:

         (a) none of the Borrowers, their Subsidiaries or any operator of the
Real Estate or any operations thereon is in violation, or alleged violation, of
any judgment, decree, order, law, license, rule or regulation pertaining to
environmental matters, including, without limitation, those arising under the
Resource Conservation and Recovery Act ("RCRA"), the Comprehensive Environmental
Response, Compensation and Liability Act of 1980 as amended ("CERCLA"), the
Superfund Amendments and Reauthorization Act of 1986 ("SARA"), the Federal Clean
Water Act, the Federal Clean Air Act, the Toxic Substances Control Act, or any
state, local or foreign law, statute, regulation, ordinance, order or decree
relating to health, safety or the environment (hereinafter "Environmental
Laws"), which violation would have a material adverse effect on the environment
or a Material Adverse Effect;

         (b) none of the Borrowers nor any of their Subsidiaries has received
notice from any third party including, without limitation, any Governmental
Authority, (i) that any one of them has been identified by the United States
Environmental Protection Agency ("EPA") as a potentially responsible party under
CERCLA with respect to a site listed on the National Priorities List, 40 C.F.R.
Part 300 Appendix B; (ii) that any hazardous waste, as defined by 42 U.S.C.
ss. 6903(5), any hazardous substances as defined by 42 U.S.C. ss. 9601(14), any
pollutant or contaminant as defined by 42 U.S.C. ss. 9601(33) and any toxic
substances, oil or hazardous materials or other chemicals or substances
regulated by any Environmental Laws ("Hazardous Substances") which any one of
them has generated, transported or disposed of has been found at any site at
which a Governmental Authority has conducted or has ordered that any Borrower or
any of its Subsidiaries conduct a remedial investigation, removal or other
response action pursuant to any Environmental Law; or (iii) that it is or shall
be a named party to any claim, action, cause of action, complaint, or legal or
administrative proceeding (in each case, contingent or otherwise) arising out of
any third party's incurrence of costs, expenses, losses or damages of any kind
whatsoever in connection with the release of Hazardous Substances;

         (c) except as set forth on Schedule 7.17 attached hereto: (i) no
portion of the Real Estate has been used for the handling, processing, storage
or disposal of Hazardous Substances except in accordance with applicable
Environmental Laws; and no underground tank or other underground storage
receptacle for Hazardous Substances is located on any portion of the Real
Estate; (ii) in the course of any activities conducted by the Borrowers, their
Subsidiaries or operators of its properties, no Hazardous Substances have been
generated or are being used on the Real Estate except in accordance with
applicable Environmental Laws; (iii) there have been no releases (i.e., any past
or present
<PAGE>
                                      -81-

releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, disposing or dumping) or threatened releases of Hazardous
Substances on, upon, into or from the properties of the Borrowers or their
Subsidiaries, which releases would have a material adverse effect on the value
of any of the Real Estate or adjacent properties or the environment; (iv) to the
best of the Borrowers' knowledge, there have been no releases on, upon, from or
into any real property in the vicinity of any of the Real Estate which, through
soil or groundwater contamination, may have come to be located on, and which
would have a material adverse effect on the value of, the Real Estate; and (v)
in addition, any Hazardous Substances that have been generated on any of the
Real Estate have been transported offsite only by carriers having an
identification number issued by the EPA (or the equivalent thereof in any
foreign jurisdiction), treated or disposed of only by treatment or disposal
facilities maintaining valid permits as required under applicable Environmental
Laws, which transporters and facilities have been and are, to the best of the
Borrowers' knowledge, operating in compliance with such permits and applicable
Environmental Laws; and

         (d) none of the Borrowers nor any of their Subsidiaries, or any of the
Real Estate is subject to any applicable Environmental Law requiring the
performance of Hazardous Substances site assessments, or the removal or
remediation of Hazardous Substances, or the giving of notice to any Governmental
Authority or the recording or delivery to other Persons of an environmental
disclosure document or statement by virtue of the transactions set forth herein
and contemplated hereby, or to the effectiveness of any other transactions
contemplated hereby.

         7.18. SUBSIDIARIES. Schedule 7.18, as the same may be updated pursuant
to ss. 7.22 hereof, states the name of each of BGI's Subsidiaries and Joint
Ventures and, in each case, such entity's jurisdiction of incorporation, the
outstanding shares (referred to herein as the "Subsidiary Shares") and the
owners thereof if it is a corporation, such entity's outstanding partnership
interests (the "Partnership Interests") if it is a partnership and such entity's
outstanding membership interests (the "Membership Interests") if it is a limited
liability company. BGI and each of its Subsidiaries has good and marketable
title to all of the Subsidiary Shares, Partnership Interests, and Membership
Interests it purports to own, free and clear in each case of any Lien. All
Subsidiary Shares, Partnership Interests and Membership Interests have been
validly issued and all Subsidiary Shares are fully paid and nonassessable. All
capital contributions and other consideration required to be made or paid in
connection with the issuance of the Partnership Interests have been made or
paid, as the case may be. There are no options, warrants or other rights
outstanding to purchase any such Subsidiary Shares, Partnership Interests or
Membership Interests except as indicated on Schedule 7.18.

         7.19. DISCLOSURE. None of this Credit Agreement or any of the other
Loan Documents contains any untrue statement of a material fact or omits to
state a material fact (known to any of the Borrowers or any of their
Subsidiaries in the case of any document or information not furnished by it or
any of their Subsidiaries) necessary in order to make the statements herein or
therein not misleading. There is no fact known

<PAGE>
                                      -82-


to any of the Borrowers or any of their Subsidiaries which has a Material
Adverse Effect, or which is reasonably likely in the future to have a Material
Adverse Effect, exclusive of effects resulting from changes in general economic
conditions, legal standards or regulatory conditions.

         7.20. SENIOR DEBT STATUS. The Obligations of each Borrower under this
Credit Agreement and each of the other Loan Documents to which it is a party do
rank and will rank at least pari passu in priority of payment with all other
Indebtedness of such Borrower except Indebtedness of such Borrower to the extent
secured by Permitted Liens. There is no Lien upon or with respect to any of the
properties or income of any Borrower or Subsidiary of any Borrower which secures
Indebtedness or other obligations of any Person except for Permitted Liens.

         7.21. SOLVENCY. After giving effect to each incurrence of Indebtedness
hereunder, and the payment of all Fees, costs and expenses payable by each of
the Borrowers hereunder, each of the Borrowers is Solvent.

         7.22. UPDATES TO SCHEDULES. Should any of the information or
disclosures provided on any of the Schedules attached hereto become outdated or
incorrect in any material respect, BGI shall promptly provide the Bank Agents in
writing with such revisions or updates to such Schedule as may be necessary or
appropriate to update or correct same; provided that, except for the amendment
of Schedules 1, 1(a) and 1(b) as contemplated by ss. 2.3.2 and 15 and the
amendment of Schedule 7.18 in connection with any new Subsidiary of BGI as
permitted herein, no Schedule shall be deemed to have been amended, modified or
superseded by any such correction or update, nor shall any breach of warranty or
representation resulting from the inaccuracy or incompleteness of any such
Schedule be deemed to have been cured thereby, unless and until the Syndication
Agent (which may request the consent of the Required Lenders) shall have
accepted in writing such revisions or updates to such Schedule.

                            8. AFFIRMATIVE COVENANTS.

         Each of the Borrowers, jointly and severally, covenants and agrees
that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or
Note is outstanding or any Lender has any obligation to make any Loans or the
Issuing Bank has any obligation to issue, extend or renew any Letters of Credit:

         8.1. PUNCTUAL PAYMENT. The Borrowers will duly and punctually pay or
cause to be paid the principal and interest on the Loans, all Reimbursement
Obligations, the Letter of Credit Fees, the Fees and all other amounts provided
for in this Credit Agreement and the other Loan Documents to which BGI or any of
its Subsidiaries is a party, all in accordance with the terms of this Credit
Agreement and such other Loan Documents.

         8.2. MAINTENANCE OF OFFICE. Each of the Borrowers will maintain its
chief executive office at 100 Phoenix Drive, Ann Arbor, Michigan or at such
other place in the United States of America as such Borrower shall designate
upon written notice to the


<PAGE>
                                      -83-

Bank Agents, where notices, presentations and demands to or upon such Borrower
in respect of the Loan Documents to which such Borrower is a party may be given
or made.

         8.3. RECORDS AND ACCOUNTS. Each of the Borrowers will (a) keep, and
cause each of its Subsidiaries to keep, true and accurate records and books of
account in which full, true and correct entries will be made in accordance with
GAAP, (b) maintain adequate accounts and reserves for all taxes (including
income taxes), depreciation, depletion, obsolescence and amortization of its
properties and the properties of its Subsidiaries, contingencies, and other
reserves, and (c) at all times engage Ernst & Young LLP or other independent
certified public accountants satisfactory to the Bank Agents as the independent
certified public accountants of the Borrowers and their Subsidiaries and will
not permit more than thirty (30) days to elapse between the cessation of such
firm's (or any successor firm's) engagement as the independent certified public
accountants of the Borrowers and their Subsidiaries and the appointment in such
capacity of a successor firm as shall be satisfactory to the Bank Agents.

         8.4.  FINANCIAL STATEMENTS, CERTIFICATES AND INFORMATION. The Borrowers
 will deliver to each of the Lenders:

         (a) as soon as practicable, but in any event not later than ninety (90)
days after the end of each fiscal year of the Borrowers, the consolidated
balance sheet of BGI and its Subsidiaries as at the end of such year, and the
related consolidated statement of income and consolidated statement of cash flow
for such year, each setting forth in comparative form the figures for the
previous fiscal year and all such consolidated statements to be in reasonable
detail, prepared in accordance with GAAP, and certified, without qualification
and without an expression of uncertainty as to the ability of BGI or any of its
Subsidiaries to continue as going concerns, by Ernst & Young LLP or by other
independent certified public accountants satisfactory to the Bank Agents,
together with a written statement from such accountants to the effect that they
have read a copy of this Credit Agreement, and that, in making the examination
necessary to said certification, they have obtained no knowledge of any Default
or Event of Default, or, if such accountants shall have obtained knowledge of
any then existing Default or Event of Default they shall disclose in such
statement any such Default or Event of Default; provided that such accountants
shall not be liable to the Lenders for failure to obtain knowledge of any
Default or Event of Default;

         (b) as soon as practicable, but in any event not later than forty-five
(45) days after the end of each of the first three fiscal quarters of the
Borrowers, copies of the unaudited consolidated balance sheet of BGI and its
Subsidiaries as at the end of such quarter, and the related consolidated
statement of income and consolidated statement of cash flow for the portion of
the Borrowers' fiscal year then elapsed, all in reasonable detail and prepared
in accordance with GAAP, together with a certification by the principal
financial or accounting officer of BGI that the information contained in such
financial statements fairly presents the financial position of BGI and its
Subsidiaries on the date thereof (subject to year-end adjustments);

<PAGE>

                                      -84-

         (c) simultaneously with the delivery of the financial statements
referred to in subsections (a) and (b) above, a statement certified by the
principal financial or accounting officer of the Borrowers in substantially the
form of Exhibit E hereto (a "Compliance Certificate") and setting forth in
reasonable detail computations evidencing compliance with the covenants
contained in ss. 10, the calculation of the Obligor Group Requirement and (if
applicable) reconciliations to reflect changes in GAAP since the Balance Sheet
Date;

         (d) contemporaneously with the filing or mailing thereof, copies of all
material of a financial nature filed with the Securities and Exchange Commission
or sent to the stockholders of any of the Borrowers;

         (e) from time to time upon request of either Bank Agent, projections of
BGI and its Subsidiaries updating those projections delivered to the Lenders and
referred to in ss. 7.4.3 or, if applicable, updating any later such projections
delivered in response to a request pursuant to this ss. 8.4(e); and

         (f) from time to time such other financial data and information
(including accountants, management letters) as either Bank Agent or any Lender
may reasonably request.

         8.5.  NOTICES.

                  8.5.1. DEFAULTS. Each of the Borrowers will promptly notify
         each Bank Agent and each of the Lenders in writing of the occurrence of
         any Default or Event of Default, together with a reasonably detailed
         description thereof, and the actions the Borrowers propose to take with
         respect thereto. If any Person shall give any notice or take any other
         action in respect of a claimed default (whether or not constituting an
         Event of Default) under this Credit Agreement or any other note,
         evidence of indebtedness, indenture or other obligation to which or
         with respect to which BGI or any of its Subsidiaries is a party or
         obligor, whether as principal, guarantor, surety or otherwise, the
         Borrowers shall forthwith give written notice thereof to each Bank
         Agent and each of the Lenders, describing the notice or action and the
         nature of the claimed default.

                  8.5.2. ENVIRONMENTAL EVENTS. The Borrowers will promptly give
         notice to each Bank Agent and each of the Lenders (a) of any violation
         of any Environmental Law that any of the Borrowers or any of their
         Subsidiaries reports in writing or is reportable by such Person in
         writing (or for which any written report supplemental to any oral
         report is made) to any Governmental Authority and (b) upon becoming
         aware thereof, of any inquiry, proceeding, investigation, or other
         action, including a notice from any agency of potential environmental
         liability, of any Governmental Authority that could have a Material
         Adverse Effect.

                  8.5.3. NOTICE OF LITIGATION AND JUDGMENTS. Each of the
         Borrowers will, and will cause each of its Subsidiaries to, give notice
         to each Bank Agent and

<PAGE>

                                      -85-


         each of the Lenders in writing within fifteen (15) days of becoming
         aware of any litigation or proceedings threatened in writing or any
         pending litigation and proceedings affecting any of the Borrowers or
         any of their Subsidiaries or to which any of the Borrowers or any of
         their Subsidiaries is or becomes a party involving an uninsured claim
         against any of the Borrower or any of their Subsidiaries that could
         reasonably be expected to have a Material Adverse Effect on any of the
         Borrowers or any of their Subsidiaries and stating the nature and
         status of such litigation or proceedings. The Borrowers will, and will
         cause each of its Subsidiaries to, give notice to each Bank Agent and
         each of the Lenders, in writing, in form and detail satisfactory to the
         Bank Agents, within ten (10) days of any judgment not covered by
         insurance, final or otherwise, against the Borrowers or any of their
         Subsidiaries in an amount in excess of $15,000,000.

                  8.5.4. NOTICE REGARDING CERTAIN EVENTS. The Borrowers will
         furnish or cause to be furnished to the Bank Agents and the Lenders
         written notice of (a) promptly after the adoption thereof, any
         amendment to the organizational documents of any Borrower; and (b)
         promptly, the enactment or adoption of any law which could reasonably
         be expected to have a Material Adverse Effect.

         8.6. LEGAL EXISTENCE; MAINTENANCE OF PROPERTIES. Each of the Borrowers
will do or cause to be done all things necessary to preserve and keep in full
force and effect its legal existence, rights and franchises and those of its
Subsidiaries and will not, and will not cause or permit any of its Subsidiaries
to, convert to a limited liability company or a limited liability partnership.
It (a) will cause all of its properties and those of its Subsidiaries used or
useful in the conduct of its business or the business of its Subsidiaries to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment, (b) will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of such Borrower may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
(c) will maintain in full force and effect all patents, trademarks, trade names,
copyrights, licenses, permits and other authorizations necessary for the
ownership and operation of its properties and business, and (d) will, and will
cause each of its Subsidiaries to, continue to engage primarily in the
businesses now conducted by them and in related businesses; provided that
nothing in this ss. 8.6 shall prevent any of the Borrowers from discontinuing
the operation and maintenance of any of its properties or any of those of its
Subsidiaries, including the existence of any Subsidiary of BGI or the
conversions of any Subsidiary of BGI to a limited liability company or limited
liability partnership, if such discontinuance or conversion is, in the judgment
of such Borrower, desirable in the conduct of its or their business and that do
not in the aggregate have a Material Adverse Effect and, with respect to the
conversions of a Borrower or a Guarantor to a limited liability company or
limited liability partnership, simultaneously with such conversion, such
Borrower or Guarantor shall have executed and delivered to the Administrative
Agent all documentation which the Bank Agents reasonably determine is necessary
to continue such Borrower's or such Guarantor's obligations in respect of this
Credit Agreement.
<PAGE>

                                      -86-


         8.7. INSURANCE. Each of the Borrowers will, and will cause each of its
Subsidiaries to, maintain with financially sound and reputable insurers
insurance with respect to its properties and business against such casualties
and contingencies as shall be in accordance with the general practices of
businesses engaged in similar activities in similar geographic areas and in
amounts, containing such terms, in such forms and for such periods as may be
reasonable and prudent, including self-insurance to the extent customary, all as
reasonably determined by the Bank Agents. At the request of the Bank Agents, BGI
shall deliver from time to time a summary schedule indicating all insurance then
in force with respect to each of the Borrowers.

         8.8. TAXES. Each of the Borrowers will, and will cause each of its
Subsidiaries to, duly pay and discharge, or cause to be paid and discharged,
before the same shall become overdue, all taxes, assessments and other
governmental charges imposed upon it and its Real Estate, sales and activities,
or any part thereof, or upon the income or profits therefrom, as well as all
claims for labor, materials, or supplies that if unpaid might by law become a
Lien or charge upon any of its property; provided that any such tax, assessment,
charge, levy or claim need not be paid if the validity or amount thereof shall
currently be contested in good faith by appropriate proceedings and if such
Borrower or such Subsidiary shall have set aside on its books adequate reserves
with respect thereto; and provided further that each of the Borrowers and each
of their Subsidiaries will pay all such taxes, assessments, charges, levies or
claims forthwith upon the commencement of proceedings to foreclose any Lien that
may have attached as security therefor.

         8.9. INSPECTION OF PROPERTIES. Each of the Borrowers shall permit the
Lenders, through either Bank Agent or any of the Lenders' other designated
representatives, to visit and inspect any of the properties of such Borrower or
any of its Subsidiaries, to examine the books of account of such Borrower and
its Subsidiaries (and to make copies thereof and extracts therefrom), and to
discuss the affairs, finances and accounts of such Borrower and its Subsidiaries
with, and to be advised as to the same by, its and their officers, all at such
reasonable times and intervals as either Bank Agent or any Lender may reasonably
request. At the request of either Bank Agent, but not more frequently than once
a year, the Borrowers and their respective Authorized Officers shall hold a
meeting of the Lenders, at which the Borrowers will present an analysis of the
financial performance of BGI and its Subsidiaries during the previous Fiscal
Year and a discussion of the expected results of operations for the then current
Fiscal Year.

         8.10. COMPLIANCE WITH LAWS, CONTRACTS, LICENSES, AND PERMITS. Each of
the Borrowers will, and will cause each of its Subsidiaries to, comply with (a)
the applicable laws and regulations wherever its business is conducted,
including all Environmental Laws, (b) the provisions of its Governing Documents,
(c) all agreements and instruments by which it or any of its properties may be
bound and (d) all applicable decrees, orders, and judgments, where, with respect
to clauses (a), (c) and (d) only, failure to so comply could have a Material
Adverse Effect. If any authorization, consent, approval, permit or license from
any officer, agency or instrumentality of any government shall become necessary
or required in order that any of the Borrowers or any of their Subsidiaries may

<PAGE>

                                      -87-


fulfill any of its obligations hereunder or any of the other Loan Documents to
which such Borrower or such Subsidiary is a party, such Borrower will, or (as
the case may be) will cause such Subsidiary to, immediately take or cause to be
taken all reasonable steps within the power of such Borrower or such Subsidiary
to obtain such authorization, consent, approval, permit or license and furnish
the Bank Agents and the Lenders with evidence thereof.

         8.11. EMPLOYEE BENEFIT PLANS. The Borrowers will (a) promptly upon
filing the same with the Department of Labor or Internal Revenue Service upon
request of the Bank Agents, furnish to the Bank Agents a copy of the most recent
actuarial statement required to be submitted under ss. 103(d) of ERISA and
Annual Report, Form 5500, with all required attachments, in respect of each
Guaranteed Pension Plan, (b) promptly upon receipt or dispatch, furnish to the
Bank Agents any notice, report or demand sent or received in respect of a
Guaranteed Pension Plan under ss. 302, 4041, 4042, 4043, 4063, 4065, 4066 and
4068 of ERISA, or in respect of a Multiemployer Plan, under ss. 4041A, 4202,
4219, 4242, or 4245 of ERISA and (c) promptly furnish to the Bank Agents a copy
of all actuarial statements required to be submitted under all Applicable
Pension Legislation.

         8.12. USE OF PROCEEDS. The Borrowers will use the proceeds of the Loans
and obtain Letters of Credit solely for the purposes set forth in ss. 7.16.1.

         8.13. SUBSEQUENT CREDIT TERMS. BGI shall notify the Bank Agents in
writing not less than ten (10) Business Days prior to any Borrower entering into
any credit agreement or any amendment or modification to any existing credit
agreement in either case as otherwise permitted hereunder, pursuant to which any
Borrower agrees to representations, warranties or covenants which are more
restrictive, as determined in the sole discretion of the Bank Agents, than the
representations, warranties or covenants hereof (the "More Restrictive
Provisions"). Upon the execution of such new credit agreement, amendment or
modification, the corresponding covenants, terms and conditions of this Credit
Agreement shall be and shall be deemed to be automatically and immediately
amended to conform with and to include the applicable More Restrictive
Provisions of such new credit agreement, amendment or modification; provided
that the foregoing shall not be applicable to or be deemed to affect any
provision of this Credit Agreement if any new credit agreement, amendment or
modification is less restrictive. Each of the Borrowers hereby agrees promptly
to execute and deliver any and all such documents and instruments and to take
all such further actions as the Bank Agents may, in their sole discretion, deem
necessary or appropriate to effectuate the provisions of this ss. 8.13.

         8.14. SUBSIDIARY GUARANTIES. If, with respect to any of BGI's Domestic
Subsidiaries which are not members of the Obligor Group, (a) any such Domestic
Subsidiary's total assets determined in accordance with GAAP at the end of any
Fiscal Quarter constitute more than 10% of Consolidated Tangible Net Worth
determined at the end of such Fiscal Quarter or (b) any such Domestic
Subsidiary's net income determined in accordance with GAAP for any rolling four
Fiscal Quarter

<PAGE>

                                      -88-


period exceeds 10% of Consolidated Net Income for such four Fiscal Quarters,
BGI shall cause such Domestic Subsidiary to become a Guarantor and agree to be
bound by the provisions of ss. 6 hereof, to execute a Joinder Agreement and to
deliver such legal opinions and other documents and instruments as the Bank
Agents may request.

         8.15. FURTHER ASSURANCES. Each of the Borrowers will, and will cause
each of its Subsidiaries to, cooperate with the Lenders and the Bank Agents and
execute such further instruments and documents as the Lenders or either Bank
Agent shall reasonably request to carry out to their satisfaction the
transactions contemplated by this Credit Agreement and the other Loan Documents.

                         9. CERTAIN NEGATIVE COVENANTS.

         Each of the Borrowers jointly and severally covenants and agrees that,
so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or Note
is outstanding or any Lender has any obligation to make any Loans or the Issuing
Bank has any obligations to issue, extend or renew any Letters of Credit:

         9.1. RESTRICTIONS ON INDEBTEDNESS. None of the Borrowers will, nor will
permit any of its Subsidiaries to, create, incur, assume, guarantee or be or
remain liable, contingently or otherwise, with respect to any Indebtedness other
than:

         (a) Indebtedness to the Lenders, the Agents and the Issuing Bank
arising under any of the Loan Documents;

         (b) endorsements for collection, deposit or negotiation and warranties
of products or services, in each case incurred in the ordinary course of
business;

         (c) Indebtedness incurred in connection with the acquisition after the
Closing Date of any Property (and in any event not more than ninety (90) days
from the date of such acquisition) by such Borrower or such Subsidiary as
contemplated by ss. 9.2(ix);

         (d) obligations under or guaranties of Capitalized Leases;

         (e) Indebtedness in respect of Hedging Agreements entered into for
hedging purposes only and not for speculation;

         (f) Indebtedness existing on the Closing Date and listed and described
on Schedule 9.1 hereto including any extensions or refinancings thereof on
substantially similar terms as the Indebtedness being refinanced and provided
there is no increase in the amount thereof;

         (g) unsecured Indebtedness of any of BGI's Subsidiaries to, or in
respect of Obligations of, BGI or another Subsidiary of BGI consisting of
intercompany loans and,


<PAGE>

                                      -89-

if no Default or Event of Default shall have occurred and be continuing at the
time such Indebtedness is incurred, any other Investments;

         (h) unsecured Indebtedness of BGI to, or in respect of obligations of,
a Subsidiary of BGI consisting of intercompany loans and, if no Default or Event
of Default shall have occurred and be continuing at the time such Indebtedness
is incurred, any other Investments;

         (i) Indebtedness of Foreign Subsidiaries (other than Indebtedness
permitted under clause (g) hereof) with an aggregate principal Dollar Equivalent
amount outstanding not to exceed $30,000,000;

         (j) Indebtedness of the Borrowers in respect of the Existing Synthetic
Lease Facility and the New Synthetic Lease Facility, provided, however, that the
aggregate amount of Indebtedness permitted thereunder (i) on and after the
Closing Date through October 31, 2002 shall not exceed $100,000,000 and (ii) on
and after November 1, 2002 shall not exceed $75,000,000;

         (k) Indebtedness in respect of Permitted Joint Venture Activity,
provided that no Default or Event of Default has occurred and is continuing or
would result therefrom;

         (l) unsecured Indebtedness of BGI and its Subsidiaries in respect of
the private placement offering of debt securities to be made after the Closing
Date in an aggregate principal amount outstanding not to exceed $50,000,000 at
any time; and

         (m) Indebtedness of BGI and its Domestic Subsidiaries in addition to
Indebtedness otherwise permitted by clause (a) to (l) above with an aggregate
principal Dollar Equivalent amount outstanding not to exceed 20% of Consolidated
Tangible Net Worth (determined as of the last day of the Fiscal Quarter most
recently ended), provided that at the time of incurrence of such Indebtedness no
Default or Event of Default has occurred and is continuing or would result
therefrom.

         9.2. RESTRICTIONS ON LIENS. None of the Borrowers will, nor will permit
any of its Subsidiaries to, (a) create or incur or suffer to be created or
incurred or to exist any Lien upon any of its property or assets of any
character whether now owned or hereafter acquired, or upon the income or profits
therefrom; (b) transfer any of such property or assets or the income or profits
therefrom for the purpose of subjecting the same to the payment of Indebtedness
or performance of any other obligation in priority to payment of its general
creditors; (c) acquire, or agree to acquire, any property or assets upon
conditional sale or other title retention or purchase money security agreement,
device or arrangement; (d) suffer to exist for a period of more than thirty (30)
days after the same shall have been incurred any Indebtedness or claim or demand
against it that if unpaid might by law or upon bankruptcy or insolvency, or
otherwise, be given any priority whatsoever over its general creditors; or (e)
sell, assign, pledge or otherwise transfer any "receivables" as defined in
clause (g) of the definition of the term "Indebtedness," with


<PAGE>

                                      -90-

or without recourse; provided that any Borrower or any of its Subsidiaries may
create or incur or suffer to be created or incurred or to exist:

                  (i) Liens in favor of such Borrower on all or part of the
         assets of Subsidiaries of such Borrower securing Indebtedness owing by
         Subsidiaries of such Borrower to such Borrower;

                  (ii) Liens to secure taxes, assessments and other government
         charges in respect of obligations and Liens to secure claims for labor,
         material or supplies, in each cash in respect of obligations not
         overdue or which are being contested in good faith and by appropriate
         proceedings and for which such Borrower or such Subsidiary has set
         aside on its books adequate reserves with respect thereto;

                  (iii) deposits or pledges made in connection with, or to
         secure payment of, workmen's compensation, unemployment insurance, old
         age pensions or other social security obligations;

                  (iv) Liens on properties in respect of judgments or awards
         that have been in force for less than the applicable period for taking
         an appeal so long as execution is not levied thereunder or in respect
         of which such Borrower or such Subsidiary shall at the time in good
         faith be prosecuting an appeal or proceedings for review and in respect
         of which a stay of execution shall have been obtained pending such
         appeal or review;

                  (v) Liens of carriers, warehousemen, mechanics and
         materialmen, and other like Liens, securing obligations incurred in the
         ordinary course of business, in respect of obligations not overdue or
         which in the aggregate do not have a Material Adverse Effect;

                  (vi) encumbrances on Real Estate consisting of easements,
         rights of way, zoning restrictions, restrictions on the use of real
         property and defects and irregularities in the title thereto,
         landlord's or lessor's liens and other minor Liens, provided that none
         of such Liens (A) interferes materially with the use of the property
         affected in the ordinary conduct of the business of the Borrowers and
         their Subsidiaries, and (B) individually or in the aggregate have a
         Material Adverse Effect;

                  (vii) pledges or deposits made in the ordinary course of
         business to secure performance of bids, tenders, contracts (other than
         for the repayment of Indebtedness) or leases, not in excess of the
         aggregate amount due thereunder, or to secure statutory obligations, or
         surety, appeal, indemnity, performance or other similar bonds required
         in the ordinary course of business;

                  (viii) Liens existing on the Closing Date and listed on
         Schedule 9.2 hereto, provided that the principal amount secured thereby
         is not thereafter increased and no additional assets become subject to
         such Lien;
<PAGE>
                                      -91-

                  (ix) purchase money security interests in or purchase money
         mortgages on Property acquired after the Closing Date to secure
         purchase money Indebtedness of the type and amount permitted by
         ss. 9.1(c), incurred in connection with the acquisition of such
         Property and in any event not more than ninety (90) days from the date
         of such acquisition, which security interests or mortgages cover only
         the Property so acquired;

                  (x) Liens in respect of the interests of lessors under
         Capitalized Leases and Synthetic Leases permitted under this Credit
         Agreement securing obligations of BGI or its Subsidiaries to the lessor
         under such Capitalized Leases or such Synthetic Leases;

                  (xi) Liens on assets of Foreign Subsidiaries securing
         Indebtedness permitted under ss. 9.1(i);

                  (xii) Liens granted to the Agents, the Lenders and the Issuing
         Bank pursuant to ss. 16.1 hereof;

                  (xiii) Liens on the Properties covered by the Existing
         Synthetic Lease and related assets granted to the real estate
         administrative agent under the Existing Synthetic Lease Documents
         securing obligations of BGI or its Subsidiaries to the lenders under
         the Existing Synthetic Lease; and

                  (xiv) Liens on assets of BGI and its Subsidiaries not
         otherwise permitted by clauses (i) through (xiii) above, so long as any
         Indebtedness secured thereby is permitted under the terms of ss. 9.1,
         and the aggregate fair market value of all property secured by such
         Liens does not at any time exceed 5% of Consolidated Tangible Net Worth
         (determined as of the last day of the Fiscal Quarter most recently
         ended).

         9.3. RESTRICTIONS ON INVESTMENTS. None of the Borrowers will, nor will
permit any of its Subsidiaries to, make or permit to exist or to remain
outstanding any Investment except Investments in:

         (a) marketable direct or guaranteed obligations of the United
States of America (or any agency thereof to the extent such obligations are
backed by the full faith and credit of the United States of America) that mature
within one (1) year from the date of purchase by such Borrower;

         (b) demand deposits, certificates of deposit, bank acceptances and time
deposits maturing within 180 days from the date of purchase thereof of (i)
United States banks having total assets in excess of $1,000,000,000 or (ii) a
commercial bank organized under the laws of any other country which is a member
of the Organization for Economic Cooperation and Development (the "OECD"), or a
political subdivision of such country, and having total assets in excess of
$1,000,000,000, provided that such bank is acting through a branch or agency
located in the country in which it is organized or another country which is a
member of the OECD;


<PAGE>
                                      -92-


         (c) securities commonly known as "commercial paper" denominated in
Dollars maturing within 180 days from the date of purchase thereof that at the
time of purchase have been rated and the ratings for which are not less than
"P 1" if rated by Moody's, and not less than "A 1" if rated by S&P;

         (d) money market mutual funds denominated in an Optional Currency in
countries in which BGI or any of its Subsidiaries operates a business provided
that (i) each such fund in which BGI or any of its Subsidiaries makes an
Investment has assets of not less than $50,000,000 and (ii) the proportional
Investment in each such fund by BGI or such Subsidiary does not exceed five
percent (5%) of the aggregate amount of all Investments in such fund;

         (e) Investments existing on the Closing Date and listed on Schedule 9.3
hereto;

         (f) Investments consisting of loans and advances to employees (i) for
moving, entertainment, travel and other similar expenses in the ordinary course
of business and (ii) for any other purpose, with such Investments under this
clause (ii) not to exceed $10,000,000 in the aggregate principal amount at any
time outstanding;

         (g) trade credit extended on usual and customary terms in the ordinary
course of business;

         (h) Investments by BGI in any Subsidiary of BGI or by any Subsidiary of
BGI in BGI or another Subsidiary of BGI, provided (i) any loans or advances are
unsecured and are evidenced by intercompany notes and (ii) before and after
giving effect to such Investment, the Borrowers are in compliance with the
Obligor Group Requirement;

         (i) Acquisitions provided (i) no Default or Event of Default has
occurred and is continuing or would result therefrom, (ii) the assets or
business subject to such Acquisition is in substantially the same or a similar
type of business as BGI and its Subsidiaries, (iii) the Board of Directors and
(if required by applicable law) the shareholders of any Person to be acquired
has approved the terms of the Acquisition, and (iv) BGI delivers to the Lenders
on or before the date on which it or any of its Subsidiaries agrees to or
consummates any Acquisition a Compliance Certificate and pro forma financial
statements, in form and substance satisfactory to the Bank Agents, showing that
on a pro forma basis no Default or Event of Default will occur under ss. 10 or
with respect to the Obligor Group Requirement over the 12 month period following
the effective date of the Acquisition, based on reasonable projections of the
financial performance of the Borrowers;

         (j) Investments constituting Permitted Joint Venture Activity, provided
no Default or Event of Default has occurred and is continuing or would result
therefrom;

         (k) repurchases of BGI's common stock in accordance with ss. 9.4;

<PAGE>
                                      -93-


         (l) guarantees of any obligations of landlords of a Borrower to the
extent that the obligations relate to funds arranged by a Borrower and used to
finance or refinance any stores of a Borrower and such funds are intended to be
repaid through lease payments of a Borrower; and

         (m) Investments in respect of Hedging Agreements entered into for
hedging purposes only and not for speculation.

         9.4. RESTRICTED PAYMENTS. None of the Borrowers will, nor will permit
any of its Subsidiaries to, make any Restricted Payments except that, so long as
no Default or Event of Default then exists or would result from such payment and
BGI delivers to the Lenders prior to the date of any Restricted Payment
contemplated under paragraphs (a), (d), (e) or (f) hereof a certificate in form
and substance satisfactory to the Bank Agents calculating the Leverage Ratio on
a pro forma basis, including the impact of the contemplated Distribution in the
calculation of Consolidated Total Funded Debt:

         (a) BGI may make (i) repurchases of shares of its common stock at
prices not exceeding then market price, and it may receive shares of its common
stock as payment of the exercise price of options, or as payment of taxes
associated with the exercise of options or the vesting of restricted shares,
which such delivered shares are deemed to be repurchased by BGI at fair market
value (as defined in BGI's stock option plan) on the date of delivery to BGI and
(ii) other Restricted Payments so long as the aggregate amount paid by BGI with
respect to all such repurchases (including all such deemed repurchases) and
other Restricted Payments does not at any time exceed the Restricted Payment
Amount in effect from time to time;

         (b) BGI may engage in stock splits (including reverse stock splits);

         (c) Wholly-owned Subsidiaries may make Distributions to BGI or another
Wholly-owned Subsidiary;

         (d) Subsidiaries other than Wholly-owned Subsidiaries may make
Distributions so long as (i) the aggregate amount of Distributions made by any
such Subsidiary to any Person other than BGI or a Subsidiary of BGI in any
Fiscal Year does not exceed 50% of such Person's pro rata share (based on the
percentage of stock or other equity interests owned by such Person) of such
Subsidiary's net income for such Fiscal Year as determined in accordance with
GAAP and (ii) no later than ten (10) days prior to any such Distribution, BGI
shall have given written notice to the Lenders and the Bank Agents thereof,
together with calculations demonstrating that such Distribution complies with
this paragraph (d); and

         (e) BGI may pay dividends on its preferred stock so long as the
dividend rate on such preferred stock (after taking into account all other fees
and amounts payable on such preferred stock) is less than the interest rate
payable on the Loans.

<PAGE>
                                      -94-


             9.5. MERGER, CONSOLIDATION, DISPOSITION OF ASSETS AND
                          SALE LEASEBACK TRANSACTIONS.

                  9.5.1. MERGERS AND CONSOLIDATIONS. None of the Borrowers will,
         nor will permit any of its Subsidiaries to, become a party to any
         merger, amalgamation or consolidation, except, so long as no Default or
         Event of Default shall have occurred and be continuing or would result
         therefrom, (a) any Borrower (other than BGI) may merge or consolidate
         into another Borrower, (b) any Subsidiary of BGI may consolidate or
         merge into any Borrower, a Guarantor or any Wholly-owned Subsidiary of
         a Borrower provided a Borrower, a Guarantor or the Wholly-owned
         Subsidiary is the surviving corporation of such consolidation or
         merger, (c) any Subsidiary of BGI (other than a Borrower or Guarantor)
         may consolidate or merge into any other Subsidiary of BGI (other than a
         Borrower or Guarantor) and (d) any Borrower (other than BGI) or
         Subsidiary of BGI may merge or consolidate into another Person so long
         as both before and after giving effect to such merger or consolidation
         the Borrowers are in compliance with the Obligor Group Requirement and
         (i) the disposition of the assets of such Borrower or such Subsidiary
         would have been permitted under ss. 9.5.2 or (ii) (A) the surviving
         entity, immediately after giving effect to such merger or
         consolidation, is or becomes a Borrower or a Guarantor by executing and
         delivering to the Administrative Agent a Joinder Agreement and the
         documents referred to therein and (B) such transaction, if it had been
         structured as an Acquisition by any Borrower or Subsidiary of BGI,
         would not have been prohibited under ss. 9.6.

                  9.5.2. DISPOSITION OF ASSETS. None of the Borrowers will, nor
         will permit any of its Subsidiaries to, become a party to or agree to
         or effect any disposition of assets, other than:

                  (a) the sale of inventory, the licensing of intellectual
         property and the disposition of obsolete assets, in each case in the
         ordinary course of business consistent with past practices;

                  (b) any sale, transfer, assignment or lease of Property,
         including without limitation any store closures, in the ordinary course
         of business which are no longer necessary or required in the conduct of
         such Borrower's or Subsidiary's business;

                  (c) any sale or transfer of any Property owned by any Borrower
         or any Subsidiary of a Borrower in order then or thereafter to lease
         such Property or lease other Property that any Borrower or any
         Subsidiary of a Borrower intends to use for substantially the same
         purpose as the property being sold or transferred (a "sale-leaseback
         transaction") in the ordinary course of business and provided that no
         Default or Event of Default shall have occurred and is continuing or
         would result therefrom;

                  (d) any sale, transfer or lease of Property by BGI to any
         Subsidiary of BGI or by any Subsidiary of BGI to BGI or another
         Subsidiary of BGI provided before and after giving effect to such sale,
         transfer or lease, the Borrowers are in compliance with the Obligor
         Group Requirement;


<PAGE>
                                      -95-


                  (e) any sale, transfer or lease of Property in the ordinary
         course of business which is replaced by substitute Property;

                  (f) any transfers to Kmart of "Premises" pursuant to the Kmart
         Indemnity (as such term is defined therein) if and to the extent that
         any such transfer does not cause an Event of Default under ss. 13.1(n)
         hereof;

                  (g) any sale, transfer or lease of property by BGI or any of
         its Subsidiaries constituting all or a portion of a Permitted Joint
         Venture Activity; and

                  (h) other dispositions of assets that do not have a Material
         Adverse Effect, provided that (i) the aggregate net book value of the
         assets to be sold plus the net book value of all other assets of the
         Borrowers and their Subsidiaries sold or otherwise disposed of under
         this clause (h) during the period of time from the Closing Date through
         the date of such sale does not, at the time of such sale or other
         disposition, exceed 15% of the Consolidated Total Assets of the
         Borrowers and their Subsidiaries, (ii) such assets are sold or
         otherwise disposed of in an arm's length transaction for fair market
         value (after giving effect to all tax benefits, if any, associated with
         such sale or other disposition), (iii) no Default or Event of Default
         exists or would result from such sale and (iv) before and after giving
         effect to such disposition, the Borrowers are in compliance with the
         Obligor Group Requirement.

         9.6. ACQUISITIONS. None of the Borrowers will, nor will permit any of
its Subsidiaries to, enter into any stock or asset acquisitions (other than the
acquisition of assets in the ordinary course of such Person's business, and
Acquisitions permitted under ss. 9.3(i)) or become or agree to become a general
or limited partner, joint venturer or member in any partnership, joint venture
or limited liability company, as the case may be, provided that, so long as no
Default or Event of Default shall have occurred and be continuing or would
result therefrom, BGI or any of its Subsidiaries may own or create (a) any
Subsidiary so long as both before and after giving effect thereto the Borrowers
are in compliance with the Obligor Group Requirement or (b) any Joint Venture so
long as any Investment with respect thereto would constitute a Permitted Joint
Venture Activity.

         9.7. COMPLIANCE WITH ENVIRONMENTAL LAWS. None of the Borrowers will,
nor will permit any of its Subsidiaries to, (a) use any of the Real Estate or
any portion thereof for the handling, processing, storage or disposal of
Hazardous Substances, (b) cause or permit to be located on any of the Real
Estate any underground tank or other underground storage receptacle for
Hazardous Substances, (c) generate any Hazardous Substances on any of the Real
Estate, (d) conduct any activity at any Real Estate or use any Real Estate in
any manner so as to cause a release (i.e., releasing, spilling, leaking,
pumping, pouring, emitting, emptying, discharging, injecting, escaping,
leaching, disposing or dumping) or threatened release of Hazardous Substances
on, upon or into the Real Estate or (e) otherwise conduct any activity at any
Real Estate or use any Real Estate in any manner that would violate any
Environmental Law or bring such Real Estate in violation of any Environmental
Law.


<PAGE>
                                      -96-


         9.8. MODIFICATIONS OF OTHER DOCUMENTS. None of the Borrowers will, nor
will permit any of its Subsidiaries to, permit or otherwise consent to any
amendment to or modification of any of the Kmart Agreements, the Existing Lease
Credit Agreement, the Existing Lease Financing Guarantee, the Existing
Participation Agreement, any Financed Lease or any other Operative Agreement (as
defined in the Existing Lease Credit Agreement), the New Lease Loan Agreement,
the New Lease Guaranty, the New Master Agreement, or any other Operative
Agreement (as defined in the New Master Agreement) which could reasonably be
expected to have a Material Adverse Effect, which would have the effect of
materially increasing the obligations of or burdens on the Borrowers or any of
their Subsidiaries thereunder or which would have the effect of shortening or
deleting any notice or cure period provided for therein.

         9.9. EMPLOYEE BENEFIT PLANS. None of the Borrowers nor any ERISA
Affiliate will:

         (a) engage in any "prohibited transaction" within the meaning of ss.
406 of ERISA or ss. 4975 of the Code which could result in a material liability
for any of the Borrowers or any of its Subsidiaries; or

         (b) permit any Guaranteed Pension Plan to incur an "accumulated funding
deficiency", as such term is defined in ss. 302 of ERISA, whether or not such
deficiency is or may be waived; or

         (c) fail to contribute to any Guaranteed Pension Plan to an extent
which, or terminate any Guaranteed Pension Plan in a manner which, could result
in the imposition of a lien or encumbrance on the assets of any of the Borrowers
or any of its Subsidiaries pursuant to ss. 302(f) or ss. 4068 of ERISA; or

         (d) amend any Guaranteed Pension Plan in circumstances requiring the
posting of security pursuant to ss. 307 of ERISA or ss. 401(a)(29) of the
Code; or

         (e) permit or take any action which would result in the aggregate
benefit liabilities (with the meaning of ss. 4001 of ERISA) of all Guaranteed
Pension Plans exceeding the value of the aggregate assets of such Plans,
disregarding for this purpose the benefit liabilities and assets of any such
Plan with assets in excess of benefit liabilities; or

         (f) permit or take any action which would contravene any Applicable
Pension Legislation.

         9.10. BUSINESS ACTIVITIES. None of the Borrowers will, nor will permit
any of its Subsidiaries to, engage directly or indirectly (whether through
Subsidiaries or otherwise) in any type of business other than (a) with respect
to the Borrowers, the businesses conducted by them on the Closing Date,
substantially as conducted and operated by such Person as of such date and (b)
with respect to any Subsidiary of a Borrower, substantially as conducted and
operated by a Borrower on the Closing Date or in businesses reasonably
incidental and complementary thereto.


<PAGE>
                                      -97-


         9.11. FISCAL YEAR. None of the Borrowers will, nor will permit any of
it Subsidiaries to, change its Fiscal Quarter or change its Fiscal Year.

         9.12. TRANSACTIONS WITH AFFILIATES. None of the Borrowers will, nor
will permit any of its Subsidiaries to, engage in any transaction with any
Affiliate (other than for services as employees, officers and directors),
including any contract, agreement or other arrangement providing for the
furnishing of services to or by, providing for rental of real or personal
property to or from, or otherwise requiring payments to or from any such
Affiliate or, to the knowledge of any of the Borrowers, any corporation,
partnership, trust or other entity in which any such Affiliate has a substantial
interest or is an officer, director, trustee or partner, on terms more favorable
to such Person than would have been obtainable on an arm's-length basis in the
ordinary course of business and provided such transaction is not otherwise
prohibited by this Credit Agreement.

         9.13. CHANGES IN GOVERNING DOCUMENTS. None of the Borrowers will, nor
will permit any of its Subsidiaries to, amend in any respect its Governing
Documents in the event such change would be adverse to the Lenders.

         9.14. INCONSISTENT AGREEMENTS. Each of the Borrowers shall not, and
shall not permit any of its Subsidiaries to, enter into or become or remain
subject to any restriction on the ability of such Borrower or such Subsidiary to
make dividends or distributions in cash or kind to such Borrower or such
Subsidiary, to make loans, advances or other payments of whatsoever nature to
such Borrower or such Subsidiary, or to make transfers or distributions of all
or any part of its assets to such Borrower or such Subsidiary either in its
Governing Documents or in any agreement or contract to which it is a party
(other than restrictions in this Credit Agreement, the other Loan Documents, the
Existing Lease Financing Guarantee and the New Master Agreement), nor shall any
of them enter into any indenture, agreement, instrument or other arrangement
which, (a) directly or indirectly prohibits or restrains, or has the effect of
prohibiting or restraining, or could reasonably be expected to impose materially
adverse conditions upon, the incurrence of the Obligations under the Loan
Documents, any provisions of this Credit Agreement (including without limitation
ss. 6 hereof) or the amending of any of the Loan Documents, (b) contains any
provision which would be violated or breached by the making of Loans to any
Borrower, the incurrence of Indebtedness by any Borrower hereunder, or by the
performance by any Borrower or any of its Subsidiaries of any of its obligations
under any Loan Document or (c) directly or indirectly prohibits any of the
Borrowers or any of its Subsidiaries from creating, assuming or incurring any
Lien securing the Obligations upon its properties, revenues or assets or those
of any of its Subsidiaries whether now owned or hereafter acquired, other than
(i) restrictions on specific assets which assets are the subject of purchase
money security interests to the extent permitted under ss. 9.2, (ii) customary
anti-assignment provisions contained in leases and licensing agreements entered
into by such Borrower or such Subsidiary in the ordinary course of its business
and (iii) restrictions in this Credit Agreement, the other Loan Documents, the
Existing Lease Financing Guarantee, the New Master Agreement, the private
placement offering permitted by ss. 9.1(l) and, with respect to the assets of
Foreign Subsidiaries, agreements in respect of Indebtedness of Foreign
Subsidiaries set



<PAGE>
                                      -98-


forth on Schedule 9.1 hereto and agreements in respect of Indebtedness of
Foreign Subsidiaries permitted under ss. 9.1(i).

                            10. FINANCIAL COVENANTS.

         Each of the Borrowers, jointly and severally, covenants and agrees
that, so long as any Loan, Unpaid Reimbursement Obligation, Letter of Credit or
Note is outstanding or any Lender has any obligation to make any Loans or the
Issuing Bank has any obligation to issue, extend or renew any Letters of Credit:

         10.1. FIXED CHARGE COVERAGE RATIO. The Borrowers will not permit the
Fixed Charge Coverage Ratio for any Fiscal Quarter ending during any period
described in the table set forth below to be less than the ratio set forth
opposite such period in such table:


<TABLE>
<CAPTION>
                        Period                              Ratio
                        ------                              -----
<S>                                                         <C>
                        FQ4 2001 - FQ4 2002                 1.6:1.0
                        FQ1 2003 - thereafter               1.7:1.0
</TABLE>


         10.2. LEVERAGE RATIO. The Borrowers will not permit the Leverage Ratio
at the end of any Fiscal Quarter to exceed 1.5:1.0.

         10.3. CONSOLIDATED TANGIBLE NET WORTH. The Borrowers will not permit
Consolidated Tangible Net Worth to be less than the sum of (a) $800,000,000
plus, (b) on a cumulative basis, fifty percent (50%) of positive Consolidated
Net Income for each Fiscal Year subsequent to the Closing Date plus (c) one
hundred percent (100%) of the proceeds of any sale by the Borrowers of (i)
equity securities issued by any Borrower or (ii) warrants or subscription rights
for equity securities issued by any Borrower.

         10.4. CAPITAL EXPENDITURES. The Borrowers will not make or permit any
Subsidiary of a Borrower to make, Capital Expenditures in any Fiscal Year
described in the table below that exceed, in the aggregate the amount set forth
opposite such Fiscal Year in the table below:


<TABLE>
<CAPTION>
                         Fiscal Year                            Amount
                         -----------                            ------
<S>                                                             <C>
                         Fiscal Year 2002                       $150,000,000
                         Fiscal Year 2003                       $158,000,000
                         Fiscal Year 2004                       $148,000,000
                         Fiscal Year 2005                       $139,000,000
</TABLE>


provided, however, that (a) in addition to the amounts described above, the
Borrowers may increase Capital Expenditures during any Fiscal Year described in
the table above by an amount equal to twenty-five percent (25%) of Consolidated
Excess Cash Flow for

<PAGE>
                                      -99-


the immediately preceding Fiscal Year and (b) if during any Fiscal Year the
amount of Capital Expenditures permitted under the table above and clause (a)
hereof (the "Permitted Amount") for that Fiscal Year is not so utilized, the
lesser of (i) one hundred percent (100%) of such unutilized amount and (ii)
fifty percent (50%) of the Permitted Amount for that Fiscal Year may be utilized
in the next succeeding Fiscal Year (prior to the Permitted Amount for such
succeeding Fiscal Year being used) but not in any subsequent Fiscal Year.

                             11. CLOSING CONDITIONS.

         The obligations of the Lenders to make the initial Loans and of the
Issuing Bank to issue any initial Letters of Credit shall be subject to the
satisfaction of the following conditions precedent:

         11.1. LOAN DOCUMENTS. Each of the Loan Documents shall have been duly
executed and delivered by the respective parties thereto, shall be in full force
and effect and shall be in form and substance satisfactory to each of the
Lenders. Each Lender shall have received a fully executed copy of each such
documents.

         11.2. CERTIFIED COPIES OF GOVERNING DOCUMENTS. Each of the Lenders
shall have received from each of the Borrowers and each of their Subsidiaries a
copy, certified by a duly authorized officer of such Person to be true and
complete on the Closing Date, of each of its Governing Documents as in effect on
such date of certification.

         11.3. CORPORATE OR OTHER ACTION. All corporate (or other) action
necessary for the valid execution, delivery and performance by each of the
Borrowers and each of their Subsidiaries of this Credit Agreement and the other
Loan Documents to which it is or is to become a party shall have been duly and
effectively taken, and evidence thereof satisfactory to the Lenders shall have
been provided to each of the Lenders.

         11.4. INCUMBENCY CERTIFICATE. Each of the Lenders shall have received
from each of the Borrowers and each of their Subsidiaries an incumbency
certificate, dated as of the Closing Date, signed by a duly authorized officer
of such Borrower or such Subsidiary, and giving the name and bearing a specimen
signature of each individual who shall be authorized: (a) to sign, in the name
and on behalf of such Borrower and such Subsidiary, each of the Loan Documents
to which such Borrower or such Subsidiary is or is to become a party; (b) in the
case of the Borrowers, to make Loan Requests and Conversion Requests and to
apply for Letters of Credit; and (c) to give notices and to take other action on
its behalf under the Loan Documents.

         11.5. UCC SEARCH RESULTS. The Bank Agents shall have received the
results of UCC searches (and the equivalent thereof in all applicable foreign
jurisdictions), indicating no Liens other than Permitted Liens and otherwise in
form and substance satisfactory to the Bank Agents.

         11.6. CERTIFICATES OF INSURANCE. The Bank Agents shall have received
(a) a certificate of insurance from an independent insurance broker dated as of
the Closing



<PAGE>
                                     -100-


Date, identifying insurers, types of insurance, insurance limits, and policy
terms, and otherwise describing the insurance and (b) certified copies of all
policies evidencing such insurance (or certificates therefore signed by the
insurer or an agent authorized to bind the insurer).

         11.7. SOLVENCY CERTIFICATE. Each of the Lenders shall have received an
officer's certificate of the Borrowers dated as of the Closing Date as to the
solvency of the Borrowers and their Subsidiaries following the consummation of
the transactions contemplated herein and in form and substance satisfactory to
the Lenders.

         11.8. OPINION OF COUNSEL. Each of the Lenders, the Agents and the
Issuing Bank shall have received a favorable legal opinion addressed to the
Lenders, the Agents, and the Issuing Bank dated as of the Closing Date, in form
and substance satisfactory to the Lenders, Agents and the Issuing Bank, from:

         (a) Dickinson Wright PLLC, counsel to the Borrowers and their
Subsidiaries;

         (b) Thomas Carney, Esq., General Counsel to the Borrowers and their
Subsidiaries; and

         (c) local counsel to the Borrowers and their Subsidiaries as
applicable.

         11.9. PAYMENT OF FEES. The Borrowers shall have paid to the Lenders or
the Bank Agents, as appropriate, the Fees pursuant to ss. ss. 4.6 and 5.1 and
the fees and expenses of the Syndication Agent's Special Counsel.

         11.10. SYNTHETIC LEASE FACILITIES. Each of the Existing Synthetic Lease
Facility Documents shall have been amended by the Omnibus Amendment and the
Omnibus Amendment shall have been duly executed and delivered by the respective
parties thereto, shall be in full force and effect and shall be in form and
substance satisfactory to the Syndication Agent. The Syndication Agent shall
have received a fully executed copy of the Omnibus Amendment. The New Synthetic
Lease Facility Documents shall have been duly executed and delivered by the
respective parties thereto, shall be in full force and effect and shall be in
form and substance satisfactory to the Syndication Agent. The Existing Synthetic
Lease Facility shall have been amended such that the principal amount thereunder
does not exceed $100,000,000.

         11.11. PAYOFF LETTER. The Bank Agents shall have received a payoff
letter from PNC Bank, National Association, as the Administrative Agent under
the Existing Credit Agreement, indicating the amount of the loan obligations of
the Borrowers owing to the lenders under the Existing Credit Agreement,
including letter of credit fees with respect to the Existing Letters of Credit
of the Borrowers under the Existing Credit Agreement through the Closing Date.

         11.12. DISBURSEMENT INSTRUCTIONS. The Bank Agents shall have received
an initial Revolving Credit Loan Request and disbursement instructions from the
Borrowers, indicating how the proceeds of the Loans are to be disbursed,
including that



<PAGE>
                                     -101-


an amount equal to the aggregate loan obligations of the Borrowers to the
lenders under the Existing Credit Agreement are to be paid to such lenders.

                        12. CONDITIONS TO ALL BORROWINGS.

         The obligations of the Lenders to make any Loan and of the Issuing Bank
to issue, extend or renew any Letter of Credit, in each case whether on or after
the Closing Date, shall also be subject to the satisfaction of the following
conditions precedent:

         12.1. REPRESENTATIONS TRUE; NO EVENT OF DEFAULT. Each of the
representations and warranties of any of the Borrowers and any of their
Subsidiaries contained in this Credit Agreement, the other Loan Documents or in
any document or instrument delivered pursuant to or in connection with this
Credit Agreement shall be true as of the date as of which they were made and
shall also be true at and as of the time of the making of such Loan or the
issuance, extension or renewal of such Letter of Credit, with the same effect as
if made at and as of that time (except to the extent of changes resulting from
transactions contemplated or permitted by this Credit Agreement and the other
Loan Documents and changes occurring in the ordinary course of business that
singly or in the aggregate are not materially adverse, and to the extent that
such representations and warranties relate expressly to an earlier date) and no
Default or Event of Default shall have occurred and be continuing. The
Administrative Agent shall have received a certificate of the Borrowers signed
by an authorized officer of the Borrowers to such effect.

         12.2. NO LEGAL IMPEDIMENT. No change shall have occurred in any law or
regulations thereunder or interpretations thereof that in the reasonable opinion
of any Lender would make it illegal for such Lender to make such Loan or to
participate in the issuance, extension or renewal of such Letter of Credit or in
the reasonable opinion of the Issuing Bank would make it illegal for the Issuing
Bank to issue, extend or renew such Letter of Credit.

         12.3. PROCEEDINGS AND DOCUMENTS. All proceedings in connection with the
transactions contemplated by this Credit Agreement, the other Loan Documents and
all other documents incident thereto shall be satisfactory in substance and in
form to the Lenders, the Issuing Bank and to the Bank Agents and their counsel,
and the Lenders, the Issuing Bank, the Bank Agents and such counsel shall have
received all information and such counterpart originals or certified or other
copies of such documents as the Bank Agents may reasonably request.

         12.4. GOVERNMENTAL REGULATION. Each Lender shall have received such
statements in substance and form reasonably satisfactory to such Lender as such
Lender shall require for the purpose of compliance with any applicable
regulations of the Comptroller of the Currency or the Board of Governors of the
Federal Reserve System.

         12.5. EXCHANGE LIMITATION. There exists no reason whatsoever,
including, without limitation, by reason of the application of any so-called
"currency exchange" laws or regulations (as in effect at the time of any
proposed borrowing hereunder)



<PAGE>
                                     -102-


which could reasonably be expected to interfere with the Borrowers satisfying
any of their obligations hereunder in full at such time as such Obligations
become due and payable pursuant to the terms hereof.

                    13. EVENTS OF DEFAULT; ACCELERATION; ETC.

         13.1. EVENTS OF DEFAULT AND ACCELERATION. If any of the following
events ("Events of Default" or, if the giving of notice or the lapse of time or
both is required, then, prior to such notice or lapse of time, "Defaults") shall
occur:

         (a) the Borrowers shall fail to pay any principal of the Loans or
any Reimbursement Obligation when the same shall become due and payable, whether
at the stated date of maturity or any accelerated date of maturity or at any
other date fixed for payment;

         (b) the Borrowers or any of their Subsidiaries shall fail to pay
any interest on the Loans, any Fees, or other sums due hereunder or under any of
the other Loan Documents, within three (3) days following the date upon which
the same shall become due and payable, whether at the stated date of maturity or
any accelerated date of maturity or at any other date fixed for payment;

         (c) any of the Borrowers shall fail to comply with any of its
covenants contained in ss. ss. 8.1, 8.4, 8.5.1, the first sentence of 8.6, 8.12,
8.14, 8.15, 9 (other than 9.7 and 9.9) or 10;

         (d) any of the Borrowers or any of their Subsidiaries shall fail
to perform any term, covenant or agreement contained herein or in any of the
other Loan Documents (other than those specified elsewhere in this ss. 13.1) for
thirty (30) days after written notice of such failure has been given to the
Borrowers by either of the Bank Agents (such grace period to be applicable only
in the event such Default can be remedied by corrective action of the Borrowers
as determined by the Syndication Agent in its sole discretion);

         (e) any representation or warranty of any Borrower or any of its
Subsidiaries in this Credit Agreement or any of the other Loan Documents or in
any other document or instrument delivered pursuant to or in connection with
this Credit Agreement shall prove to have been false in any material respect
upon the date when made or deemed to have been made or repeated;

         (f) any Borrower or any of its Subsidiaries shall fail to pay at
maturity, or within any applicable period of grace, any obligation for
Indebtedness with an aggregate outstanding principal amount in excess of
$25,000,000, or fail to observe or perform any material term, covenant or
agreement contained in any agreement by which it is bound, evidencing or
securing Indebtedness with an aggregate outstanding principal amount in excess
of $25,000,000 for such period of time as would permit (assuming the giving of
appropriate notice if required) the holder or holders thereof or of any
obligations issued



<PAGE>
                                     -103-


thereunder to accelerate the maturity thereof, or any such holder or holders
shall rescind or shall have a right to rescind the purchase of any such
obligations;

         (g) any Borrower or any of its Subsidiaries shall make an
assignment for the benefit of creditors, or admit in writing its inability to
pay or generally fail to pay its debts as they mature or become due, or shall
petition or apply for the appointment of a trustee or other custodian,
liquidator or receiver of such Borrower or any of its Subsidiaries or of any
substantial part of the assets of such Borrower or any of its Subsidiaries or
shall commence any case or other proceeding relating to such Borrower or any of
its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency,
readjustment of debt, dissolution or liquidation or similar law of any
jurisdiction, now or hereafter in effect, or shall take any action to authorize
or in furtherance of any of the foregoing, or if any such petition or
application shall be filed or any such case or other proceeding shall be
commenced against such Borrower or any of its Subsidiaries and such Borrower or
any of its Subsidiaries shall indicate its approval thereof, consent thereto or
acquiescence therein or such petition or application shall not have been
dismissed within forty-five (45) days following the filing thereof;

         (h) a decree or order is entered appointing any such trustee,
custodian, liquidator or receiver or adjudicating any Borrower or any of its
Subsidiaries bankrupt or insolvent, or approving a petition in any such case or
other proceeding, or a decree or order for relief is entered in respect of any
Borrower or any Subsidiary of any Borrower in an involuntary case under federal
bankruptcy laws as now or hereafter constituted;

         (i) there shall remain in force, undischarged, unsatisfied and
unstayed, for more than sixty days, whether or not consecutive, any final
judgment against any Borrower or any of its Subsidiaries that, with other
outstanding final judgments, undischarged, against any Borrower or any of its
Subsidiaries exceeds in the aggregate $25,000,000;

         (j) if any of the Loan Documents shall be cancelled, terminated,
revoked or rescinded, in each case otherwise than in accordance with the terms
thereof or with the express prior written agreement, consent or approval of the
Lenders, or any action at law, suit or in equity or other legal proceeding to
cancel, revoke or rescind any of the Loan Documents shall be commenced by or on
behalf of any Borrower or any of its Subsidiaries party thereto or any of their
respective stockholders, or any court or any other governmental or regulatory
authority or agency of competent jurisdiction shall make a determination that,
or issue a judgment, order, decree or ruling to the effect that, any one or more
of the Loan Documents is illegal, invalid or unenforceable in accordance with
the terms thereof;

         (k) any Borrower or any ERISA Affiliate incurs any liability to
the PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an
aggregate amount exceeding $25,000,000, or any Borrower or any ERISA Affiliate
is assessed withdrawal liability pursuant to Title IV of ERISA by a
Multiemployer Plan requiring aggregate annual payments exceeding $25,000,000, or
any of the following occurs with respect to a Guaranteed Pension Plan: (i) an
ERISA Reportable Event, or a failure to make a required



<PAGE>
                                     -104-


installment or other payment (within the meaning of ss. 302(f)(1) of ERISA),
provided that the Bank Agents determines in their reasonable discretion that
such event (A) could be expected to result in liability of any Borrower or any
of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate
amount exceeding $25,000,000 and (B) could constitute grounds for the
termination of such Guaranteed Pension Plan by the PBGC, for the appointment by
the appropriate United States District Court of a trustee to administer such
Guaranteed Pension Plan or for the imposition of a lien in favor of such
Guaranteed Pension Plan; or (ii) the appointment by a United States District
Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the
institution by the PBGC of proceedings to terminate such Guaranteed Pension
Plan;

         (l) any Borrower or any of its Subsidiaries shall be enjoined,
restrained or in any way prevented by the order of any Governmental Authority
from conducting any material part of its business and such order shall continue
in effect for more than thirty (30) days and such restraint or enjoinment or
similar restriction by any Governmental Authority would have a Material Adverse
Effect;

         (m) there shall occur the loss, suspension or revocation of, or
failure to renew, any license or permit now held or hereafter acquired by any
Borrower or any of its Subsidiaries if such loss, suspension, revocation or
failure to renew would have a Material Adverse Effect;

         (n) an Event of Default shall have occurred under the Kmart
Indemnity such that Kmart shall have the right thereunder to exercise the rights
granted to it pursuant to Sections 3(c)(ii) or Sections 3(c)(iii) thereof in
respect of more than two (2) Premises (as such term is defined therein);

         (o) any matured default shall have occurred under the Existing
Lease Credit Agreement, the New Lease Loan Agreement or any Financed Lease,
whether or not any obligations thereunder have been accelerated;

         (p) a Change of Control shall occur; or

         (q) BGI and its Subsidiaries at any time shall not be in
compliance with the Obligor Group Requirement and such failure continues for
thirty (30) days;

then, and in any such event, so long as the same may be continuing, either Bank
Agent may, and upon the request of the Required Lenders shall, by notice in
writing to the Borrowers declare all amounts owing with respect to this Credit
Agreement, the Notes and the other Loan Documents and all Reimbursement
Obligations to be, and they shall thereupon forthwith become, immediately due
and payable without presentment, demand, protest or other notice of any kind,
all of which are hereby expressly waived by each of the Borrowers; provided that
in the event of any Event of Default specified in ss. ss. 13.1(g) or (h), all
such amounts shall become immediately due and payable automatically and without
any requirement of notice from the Administrative Agent or any Lender.

<PAGE>
                                     -105-


         13.2. TERMINATION OF COMMITMENTS. If any one or more of the Events of
Default specified in ss. 13.1(g) or ss. 13.1(h) shall occur, any unused portion
of the credit hereunder shall forthwith terminate and each of the Lenders shall
be relieved of all further obligations to make Loans to the Borrowers and the
Issuing Bank shall be relieved of all further obligations to issue, extend or
renew Letters of Credit. If any other Event of Default shall have occurred and
be continuing, or if on any Drawdown Date or other date for issuing, extending
or renewing any Letter of Credit the conditions precedent to the making of the
Loans to be made on such Drawdown Date or (as the case may be) to issuing,
extending or renewing such Letter of Credit on such other date are not
satisfied, either Bank Agent may and, upon the request of the Required Lenders,
shall, by notice to the Borrowers, terminate the unused portion of the credit
hereunder, and upon such notice being given such unused portion of the credit
hereunder shall terminate immediately and each of the Lenders shall be relieved
of all further obligations to make Loans and the Issuing Bank shall be relieved
of all further obligations to issue, extend or renew Letters of Credit. No
termination of the credit hereunder shall relieve any of the Borrowers or any of
its Subsidiaries of any of the Obligations.

         13.3. REMEDIES. In case any one or more of the Events of Default shall
have occurred and be continuing, and whether or not the Lenders shall have
accelerated the maturity of the Loans pursuant to ss. 13.1, each Lender and the
Issuing Bank, if owed any amount with respect to the Loans or the Reimbursement
Obligations, may, proceed to protect and enforce its rights by suit in equity,
action at law or other appropriate proceeding, whether for the specific
performance of any covenant or agreement contained in this Credit Agreement and
the other Loan Documents or any instrument pursuant to which the Obligations to
such Lender are evidenced, including as permitted by applicable law the
obtaining of the ex parte appointment of a receiver, and, if such amount shall
have become due, by declaration or otherwise, proceed to enforce the payment
thereof or any other legal or equitable right of such Lender. No remedy herein
conferred upon any Lender or the any Agent or the holder of any Note or
purchaser of any Letter of Credit Participation is intended to be exclusive of
any other remedy and each and every remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or any other provision of law.

         13.4. JUDGMENT CURRENCY. If, for the purpose of obtaining judgment in
any court or obtaining an order enforcing a judgment, it becomes necessary to
convert any amount due under this Credit Agreement in Dollars or in any other
currency (hereinafter in this ss. 13.4 called the "first currency") into any
other currency (hereinafter in this ss. 13.4 called the "second currency"), then
the conversion shall be made at the Exchange Rate at the Administrative Agent's
close of business on the Business Day next preceding the day on which the
judgment is given or (as the case may be) the order is made. Any payment made to
any Agent, the Issuing Bank or any Lender pursuant to this Credit Agreement in
the second currency shall constitute a discharge of the obligations of the
Borrowers to pay to the Agents, the Issuing Bank and the Lenders any amount
originally due to the Agents, the Issuing Bank and the Lenders in the first
currency under this Credit Agreement only to the extent of the amount of the
first currency which the Agents, the
<PAGE>
                                     -106-

Issuing Bank and each of the Lenders is able, on the date of the receipt
by it of such payment in any second currency, to purchase, in accordance with
such Agent's, the Issuing Bank and such Lender's normal banking procedures, with
the amount of such second currency so received. If the amount of the first
currency falls short of the amount originally due to the Agents, the Issuing
Bank and the Lenders in the first currency under this Credit Agreement, the
Borrowers hereby jointly and severally agree that they will indemnify each of
the Agents, the Issuing Bank and each of the Lenders against and save each of
the Agents, the Issuing Bank and each of the Lenders harmless from any shortfall
so arising. This indemnity shall constitute a joint and several obligation of
the Borrowers separate and independent from the other obligations contained in
this Credit Agreement, shall give rise to a separate and independent cause of
action and shall continue in full force and effect notwithstanding any judgment
or order for a liquidated sum or sums in respect of amounts due to any Agent,
the Issuing Bank or any Lender under this Credit Agreement or under any such
judgment or order. Any such shortfall shall be deemed to constitute a loss
suffered by each such Agent, the Issuing Bank and each such Lender, as the case
may be, and the Borrowers shall not be entitled to require any proof or evidence
of any actual loss. The covenant contained in this ss. 13.4 shall survive the
payment in full of all of the other obligations of the Borrowers under this
Credit Agreement.

                                 14. THE AGENTS.

         14.1.  AUTHORIZATION.

         (a) Each Bank Agent is authorized to take such action on behalf of
each of the Lenders and to exercise all such powers as are hereunder and under
any of the other Loan Documents and any related documents delegated to such Bank
Agent, together with such powers as are reasonably incident thereto, provided
that no duties or responsibilities not expressly assumed herein or therein shall
be implied to have been assumed by any Bank Agent.

         (b) The relationship between each Agent and each of the Lenders is
that of an independent contractor. The use of the terms "Administrative Agent",
"Syndication Agent", "Co-Syndication Agent" and "Co-Documentation Agent" is for
convenience only and is used to describe, as a form of convention, the
independent contractual relationship between each such Agent and each of the
Lenders. Nothing contained in this Credit Agreement nor the other Loan Documents
shall be construed to create an agency, trust or other fiduciary relationship
between any Agent and any of the Lenders.

         14.2. EMPLOYEES AND AGENTS. Each Bank Agent may exercise its powers and
execute its duties by or through employees or agents and shall be entitled to
take, and to rely on, advice of counsel concerning all matters pertaining to its
rights and duties under this Credit Agreement and the other Loan Documents. Each
Bank Agent may utilize the services of such Persons as such Bank Agent in its
sole discretion may reasonably determine, and all reasonable fees and expenses
of any such Persons shall be paid by the Borrowers.

<PAGE>
                                     -107-


         14.3. NO LIABILITY. None of the Bank Agents nor any of their
shareholders, directors, officers or employees nor any other Person assisting
them in their duties nor any agent or employee thereof, shall be liable for any
waiver, consent or approval given or any action taken, or omitted to be taken,
in good faith by it or them hereunder or under any of the other Loan Documents,
or in connection herewith or therewith, or be responsible for the consequences
of any oversight or error of judgment whatsoever, except that such Bank Agent or
such other Person, as the case may be, may be liable for losses due to its
willful misconduct or gross negligence.

         14.4.  NO REPRESENTATIONS.

                  14.4.1. GENERAL. None of the Bank Agents shall be responsible
         for the execution or validity or enforceability of this Credit
         Agreement, the Notes, the Letters of Credit, any of the other Loan
         Documents or any instrument at any time constituting, or intended to
         constitute, collateral security for the Notes, or for the value of any
         such collateral security or for the validity, enforceability or
         collectability of any such amounts owing with respect to the Notes, or
         for any recitals or statements, warranties or representations made
         herein or in any of the other Loan Documents or in any certificate or
         instrument hereafter furnished to it by or on behalf of any of the
         Borrowers or any of its Subsidiaries, or be bound to ascertain or
         inquire as to the performance or observance of any of the terms,
         conditions, covenants or agreements herein or in any instrument at any
         time constituting, or intended to constitute, collateral security for
         the Notes or to inspect any of the properties, books or records of the
         any of the Borrowers or any of its Subsidiaries. None of the Bank
         Agents shall be bound to ascertain whether any notice, consent, waiver
         or request delivered to it by the Borrowers or any holder of any of the
         Notes shall have been duly authorized or is true, accurate and
         complete. None of the Bank Agents has made nor does it now make any
         representations or warranties, express or implied, nor does it assume
         any liability to the Lenders, with respect to the credit worthiness or
         financial conditions of any of the Borrowers or any of its
         Subsidiaries. Each Lender acknowledges that it has, independently and
         without reliance upon the any Bank Agent or any other Lender, and based
         upon such information and documents as it has deemed appropriate, made
         its own credit analysis and decision to enter into this Credit
         Agreement.

                  14.4.2. CLOSING DOCUMENTATION, ETC. For purposes of
         determining compliance with the conditions set forth in ss. 11, each
         Lender that has executed this Credit Agreement shall be deemed to have
         consented to, approved or accepted, or to be satisfied with, each
         document and matter either sent, or made available, by any Bank Agent
         to such Lender for consent, approval, acceptance or satisfaction, or
         required thereunder to be to be consent to or approved by or acceptable
         or satisfactory to such Lender, unless an officer of the Syndication
         Agent active upon the Borrowers' account shall have received notice
         from such Lender prior to the Closing Date specifying such Lender's
         objection thereto and



<PAGE>
                                     -108-


         such objection shall not have been withdrawn by notice to the
         Syndication Agent to such effect on or prior to the Closing Date.

         14.5. PAYMENTS.

                  14.5.1. PAYMENTS TO ADMINISTRATIVE AGENT. A payment by the
         Borrowers to the Administrative Agent hereunder or any of the other
         Loan Documents for the account of any Lender or the Issuing Bank shall
         constitute a payment to such Lender or the Issuing Bank, as the case
         may be. The Administrative Agent agrees promptly to distribute to each
         Lender and the Issuing Bank such Lender's and the Issuing Bank's pro
         rata share of payments received by the Administrative Agent for the
         account of the Lenders or the Issuing Bank, as the case may be, except
         as otherwise expressly provided herein or in any of the other Loan
         Documents.

                  14.5.2. DISTRIBUTION BY ADMINISTRATIVE AGENT. If in the
         opinion of the Administrative Agent the distribution of any amount
         received by it in such capacity hereunder, under the Notes or under any
         of the other Loan Documents might involve it in liability, it may
         refrain from making distribution until its right to make distribution
         shall have been adjudicated by a court of competent jurisdiction. If a
         court of competent jurisdiction shall adjudge that any amount received
         and distributed by the Administrative Agent is to be repaid, each
         Person to whom any such distribution shall have been made shall either
         repay to the Administrative Agent its proportionate share of the amount
         so adjudged to be repaid or shall pay over the same in such manner and
         to such Persons as shall be determined by such court.

                  14.5.3. DELINQUENT LENDERS. Notwithstanding anything to the
         contrary contained in this Credit Agreement or any of the other Loan
         Documents, any Lender that fails (a) to make available to the
         Administrative Agent its pro rata share of any Loan or to purchase any
         Letter of Credit Participation or participate in any Swingline Loan or
         (b) to comply with the provisions of ss. 16.1 with respect to making
         dispositions and arrangements with the other Lenders, where such
         Lender's share of any payment received, whether by setoff or otherwise,
         is in excess of its pro rata share of such payments due and payable to
         all of the Lenders, in each case as, when and to the full extent
         required by the provisions of this Credit Agreement, shall be deemed
         delinquent (a "Delinquent Lender") and shall be deemed a Delinquent
         Lender until such time as such delinquency is satisfied. A Delinquent
         Lender shall be deemed to have assigned any and all payments due to it
         from the Borrowers, whether on account of outstanding Loans, Unpaid
         Reimbursement Obligations, interest, fees or otherwise, to the
         remaining nondelinquent Lenders for application to, and reduction of,
         their respective pro rata shares of all outstanding Loans and Unpaid
         Reimbursement Obligations. The Delinquent Lender hereby authorizes the
         Administrative Agent to distribute such payments to the nondelinquent
         Lenders in proportion to their respective pro rata shares of all
         outstanding Loans and Unpaid Reimbursement Obligations. A Delinquent
         Lender shall be deemed to have satisfied in full a


<PAGE>
                                     -109-


         delinquency when and if, as a result of application of the assigned
         payments to all outstanding Loans and Unpaid Reimbursement Obligations
         of the nondelinquent Lenders, the Lenders' respective pro rata shares
         of all outstanding Loans and Unpaid Reimbursement Obligations have
         returned to those in effect immediately prior to such delinquency and
         without giving effect to the nonpayment causing such delinquency.

         14.6. HOLDERS OF NOTES. The Administrative Agent may deem and treat the
payee of any Note or the purchaser of any Letter of Credit Participation as the
absolute owner or purchaser thereof for all purposes hereof until it shall have
been furnished in writing with a different name by such payee or by a subsequent
holder, assignee or transferee.

         14.7. INDEMNITY. The Lenders ratably agree hereby to indemnify and hold
harmless each Bank Agent and its affiliates from and against any and all claims,
actions and suits (whether groundless or otherwise), losses, damages, costs,
expenses (including any expenses for which such Bank Agent or such affiliate has
not been reimbursed by the Borrowers as required by ss. 16.2), and liabilities
of every nature and character arising out of or related to this Credit
Agreement, the Notes, or any of the other Loan Documents or the transactions
contemplated or evidenced hereby or thereby, or such Bank Agent's actions taken
hereunder or thereunder, except to the extent that any of the same shall be
directly caused by such Bank Agent's willful misconduct or gross negligence.

         14.8. THE AGENTS AS LENDERS. In its individual capacity, Fleet shall
have the same obligations and the same rights, powers and privileges in respect
to its Commitment and the Loans made by it, and as the holder of any of the
Notes and as the purchaser of any Letter of Credit Participations, as it would
have were it not also the Syndication Agent. In its individual capacity, PNC
shall have the same obligations and the same rights, powers and privileges in
respect to its Commitment and the Loans made by it, and as the holder of any of
the Notes and as the purchaser of any Letter of Credit Participations, as it
would have were it not also the Administrative Agent. Neither the Documentation
Agent nor the Co-Syndication Agent shall have any right, power, obligation,
liability, responsibility or duty under the Credit Agreement in such capacity,
other than those applicable to all Lenders as Lenders.

         14.9. RESIGNATION. Any of the Administrative Agent or the Syndication
Agent may resign at any time by giving sixty (60) days prior written notice
thereof to the Lenders and the Borrowers. Upon any such resignation, the
Required Lenders shall have the right to appoint a successor Administrative
Agent or Syndication Agent, as applicable. Unless a Default or Event of Default
shall have occurred and be continuing, such successor Administrative Agent or
Syndication Agent, as applicable, shall be reasonably acceptable to the
Borrowers. If no successor Bank Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Bank Agent's giving of notice of resignation, then the
retiring Bank Agent may, on behalf of the Lenders, appoint a successor Bank
Agent, which shall be a financial institution having a rating of not less than A
or its equivalent



<PAGE>
                                     -110-


by S&P. Upon the acceptance of any appointment as an Bank Agent hereunder by a
successor Bank Agent, such successor Bank Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Bank Agent, and the retiring Bank Agent shall be discharged from its duties and
obligations hereunder. After any retiring Bank Agent's resignation, the
provisions of this Credit Agreement and the other Loan Documents shall continue
in effect for its benefit in respect of any actions taken or omitted to be taken
by it while it was acting as Bank Agent.

         14.10. NOTIFICATION OF DEFAULTS AND EVENTS OF DEFAULT. Each Lender
hereby agrees that, upon learning of the existence of a Default or an Event of
Default, it shall promptly notify the Bank Agent thereof. The Bank Agents hereby
agree that upon receipt of any notice under this ss. 14.10 it shall promptly
notify the other Lenders of the existence of such Default or Event of Default.

                           15. SUCCESSORS AND ASSIGNS.

         15.1. GENERAL CONDITIONS. The provisions of this Credit Agreement shall
be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby (including any Affiliate of
the Issuing Bank that issues any Letter of Credit), except that the Borrowers
may not assign or otherwise transfer any of their rights or obligations
hereunder without the prior written consent of each Lender and no Lender may
assign or otherwise transfer any of its rights or obligations hereunder except
(a) to an Eligible Assignee in accordance with the provisions of ss. 15.2, (b)
by way of participation in accordance with the provisions of ss. 15.4 or (c) by
way of pledge or assignment of a security interest subject to the restrictions
of ss. 15.6 (and any other attempted assignment or transfer by any party hereto
shall be null and void). Nothing in this Credit Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby (including any
Affiliate of the Issuing Bank that issues any Letter of Credit), Participants to
the extent provided in ss. 15.4 and, to the extent expressly contemplated
hereby, the Related Parties of each of the Agents, the Issuing Bank and the
Lenders) any legal or equitable right, remedy or claim under or by reason of
this Credit Agreement or any of the other Loan Documents.

         15.2. ASSIGNMENTS. Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Credit Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that (a) except in the case of an assignment of
the entire remaining amount of the assigning Lender's Commitment and the Loans
at the time owing to it or, in the case of an assignment to a Lender or a Lender
Affiliate, the aggregate amount of the Commitment (which for this purpose
includes Loans outstanding thereunder) or, if the applicable Commitment is not
then in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment (determined as of the date on which the
Assignment and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $5,000,000 unless the Syndication
Agent and, so long as no Default or Event of Default has occurred and is

<PAGE>
                                     -111-


continuing, BGI otherwise consent (each such consent not to be unreasonably
withheld or delayed); (b) each partial assignment shall be made as an assignment
of a proportionate part of all the assigning Lender's rights and obligations
under this Credit Agreement with respect to the Loans or the Commitment
assigned, except that this clause (b) shall not apply to rights in respect of
Competitive Bid Loans; and (c) the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Acceptance, together with
a processing and recordation fee of $3,500, and the Eligible Assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to ss. 15.3, from and after the effective date
specified in each Assignment and Acceptance, the Eligible Assignee thereunder
shall be a party to this Credit Agreement and, to the extent of the interest
assigned by such Assignment and Acceptance have the rights and obligations of a
Lender under this Credit Agreement, and the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Acceptance, be
released from its obligations under this Credit Agreement (and, in the case of
an Assignment and Acceptance covering all of the assigning Lender's rights and
obligations under this Credit Agreement, such Lender shall cease to be a party
hereto) but shall continue to be entitled to the benefits of ss. ss. 5.3.2, 5.7,
5.8, 5.10 and 16.3 with respect to facts and circumstances occurring prior to
the effective date of such assignment. Any assignment or transfer by a Lender of
rights or obligations under this Credit Agreement that does not comply with this
paragraph shall be treated for purposes of this Credit Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
ss. 15.4.

         15.3. REGISTER. The Administrative Agent, acting solely for this
purpose as an agent of the Borrowers, shall maintain at the Administrative
Agent's Office a copy of each Assignment and Acceptance delivered to it and a
register for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amounts of the Loans and Reimbursement Obligations
owing to, each Lender pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Borrowers,
the Agents, the Issuing Bank and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement, notwithstanding notice to the contrary.
The Register shall be available for inspection by the Borrowers, the Issuing
Bank and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

         15.4. PARTICIPATIONS. Any Lender may at any time, without the consent
of, or notice to, the Borrowers, the Agents, the Issuing Bank or the Swingline
Lender sell participations to any Person (other than a natural person) (each, a
"Participant") in all or a portion of such Lender's rights and/or obligations
under this Credit Agreement (including all or a portion of its Commitment and/or
the Loans owing to it); provided that (a) such Lender's obligations under this
Credit Agreement shall remain unchanged, (b) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (c) the Borrowers, the Agents, the Issuing Bank and the other Lenders shall
continue to deal solely and directly with such Lender in
<PAGE>
                                     -112-

connection with such Lender's rights and obligations under this Credit
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Credit Agreement and to approve any amendment, modification or
waiver of any provision of this Credit Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver that would reduce
the principal of or the interest rate on any Loans, extend the term or increase
the amount of the Commitment of such Lender as it relates to such Participant,
reduce the amount of any Fees to which such Participant is entitled or extend
any regularly scheduled payment date for principal or interest. Subject to
ss. 15.5, the Borrowers agree that each Participant shall be entitled to the
benefits of ss. 5.3.2, 5.7, 5.8 and 5.10 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to ss. 15.2. To the
extent permitted by law, each Participant also shall be entitled to the benefits
of ss. 16.1 as though it were a Lender, provided such Participant agrees to be
subject to ss. 16.1 as though it were a Lender.

         15.5. PAYMENTS TO PARTICIPANTS. A Participant shall not be entitled to
receive any greater payment under ss. 5.3.2, 5.7 and 5.8 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrowers' prior written consent. A Participant
that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the
benefits of ss. 5.3.2 unless the Borrowers are notified of the participation
sold to such Participant and such Participant agrees, for the benefit of the
Borrowers, to comply with ss. 5.3.3 as though it were a Lender.

         15.6. MISCELLANEOUS ASSIGNMENT PROVISIONS. Any Lender may at any time
grant a security interest in all or any portion of its rights under this Credit
Agreement to secure obligations of such Lender, including without limitation (a)
any pledge or assignment to secure obligations to any of the twelve Federal
Reserve Banks organized under ss. 4 of the Federal Reserve Act, 12 U.S.C.
ss. 341 and (b) with respect to any Lender that is a Fund, to any lender or any
trustee for, or any other representative of, holders of obligations owed or
securities issued by such Fund as security for such obligations or securities or
any institutional custodian for such Fund or for such lender; provided that no
such grant shall release such Lender from any of its obligations hereunder,
provide any voting rights hereunder to the secured party thereof, substitute any
such secured party for such Lender as a party hereto or affect any rights or
obligations of the Borrowers or Bank Agents hereunder.

         15.7. ASSIGNEE OR PARTICIPANT AFFILIATED WITH THE BORROWERS. If any
assignee Lender is an Affiliate of any Borrower, then any such assignee Lender
shall have no right to vote as a Lender hereunder or under any of the other Loan
Documents for purposes of granting consents or waivers or for purposes of
agreeing to amendments or other modifications to any of the Loan Documents or
for purposes of making requests to the Administrative Agent pursuant to ss. 13.1
or ss. 13.2, and the determination of the Required Lenders shall for all
purposes of this Credit Agreement and the other Loan Documents be made without
regard to such assignee Lender's interest in any of the



<PAGE>
                                     -113-


Loans or Reimbursement Obligations. If any Lender sells a participating interest
in any of the Loans or Reimbursement Obligations to a Participant, and such
Participant is a Borrower or an Affiliate of a Borrower, then such transferor
Lender shall promptly notify the Administrative Agent of the sale of such
participation. A transferor Lender shall have no right to vote as a Lender
hereunder or under any of the other Loan Documents for purposes of granting
consents or waivers or for purposes of agreeing to amendments or modifications
to any of the Loan Documents or for purposes of making requests to the
Administrative Agent pursuant to ss. 13.1 or ss. 13.2 to the extent that such
participation is beneficially owned by a Borrower or any Affiliate of a
Borrower, and the determination of the Required Lenders shall for all purposes
of this Credit Agreement and the other Loan Documents be made without regard to
the interest of such transferor Lender in the Loans or Reimbursement Obligations
to the extent of such participation. The provisions of this ss. 15.7 shall not
apply to an assignee Lender or participant which is also a Lender on the Closing
Date or to an assignee Lender or participant which has disclosed to the other
Lenders that it is an Affiliate of a Borrower and which, following such
disclosure, has been excepted from the provisions of this ss. 15.7 in a writing
signed by the Required Lenders determined without regard to the interest of such
assignee Lender or transferor Lender, to the extent of such participation, in
Loans or Reimbursement Obligations.

         15.8. NEW NOTES. Upon its receipt of an Assignment and Acceptance
executed by the parties to such assignment, together with each Note subject to
such assignment, the Administrative Agent shall (a) record the information
contained therein in the Register, and (b) give prompt notice thereof to the
Borrowers and the Lenders (other than the assigning Lender). Within five (5)
Business Days after receipt of such notice, the Borrowers, at their own expense,
shall execute and deliver to the Administrative Agent, in exchange for each
surrendered Note, a new Note to the order of such Assignee in an amount equal to
the amount assumed by such Assignee pursuant to such Assignment and Acceptance
and, if the assigning Lender has retained some portion of its obligations
hereunder, a new Note to the order of the assigning Lender in an amount equal to
the amount retained by it hereunder. Such new Notes shall provide that they are
replacements for the surrendered Notes, shall be in an aggregate principal
amount equal to the aggregate principal amount of the surrendered Notes, shall
be dated the effective date of such Assignment and Acceptance and shall
otherwise be in substantially the form of the assigned Notes. The surrendered
Notes shall be cancelled and returned to the Borrowers.

         15.9. ASSIGNMENT TO SPECIAL PURPOSE FUNDING VEHICLE. Notwithstanding
anything to the contrary contained in this ss. 15, any Lender (a "Granting
Lender") may grant to a special purpose funding vehicle (an "SPC") of such
Granting Lender, identified as such in writing from time to time delivered by
the Granting Lender to the Bank Agents and the Borrowers, the option to provide
to the Borrowers all or any part of any Loan that such Granting Lender would
otherwise be obligated to make to the Borrowers pursuant to this Credit
Agreement, provided that (a) nothing herein shall constitute a commitment to
make any Loan by any SPC, (b) the Granting Bank's obligations under this Credit
Agreement shall remain unchanged, (c) the Granting


<PAGE>
                                     -114-


Lender shall retain the sole right to enforce this Credit Agreement and to
approve any amendment, modification or waiver of any provision of this Credit
Agreement and (d) if an SPC elects not to exercise such option or otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be
obligated to make such Loan pursuant to the terms hereof. The making of a Loan
by an SPC hereunder shall utilize the Commitment of the Granting Lender to the
same extent, and as if, such Loan were made by the Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any expense reimbursement,
indemnity or similar payment obligation under this Credit Agreement (all
liability for which shall remain with the Granting Lender). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Credit Agreement) that, prior to the date that is one
year and one day after the later of (i) the payment in full of all outstanding
senior indebtedness of any SPC and (ii) the Maturity Date, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States of America or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this ss. 15.9, any SPC may (A) with notice to, but (except as specified
below) without the prior written consent of, the Borrowers or the Bank Agents
and without paying any processing fee therefor, assign all or a portion of its
interests in any Loans to its Granting Lender or to any financial institutions
(consented to by the Syndication Agent and, so long as no Default or Event of
Default has occurred and is continuing, BGI, which consents shall not be
unreasonably withheld or delayed) providing liquidity and/or credit facilities
to or for the account of such SPC to fund the Loans made by such SPC or to
support the securities (if any) issued by such SPC to fund such Loans and (B)
disclose on a confidential basis any non-public information relating to its
Loans (other than financial statements referred to in ss. 7.4 or 8.4) to any
rating agency, commercial paper dealer or provider of a surety, guarantee or
credit or liquidity enhancement to such SPC. In no event shall the Borrowers be
obligated to pay to an SPC that has made a Loan any greater amount than the
Borrowers would have been obligated to pay under this Credit Agreement if the
Granting Lender had made such Loan. An amendment to this ss. 15.9 without the
written consent of an SPC shall be ineffective insofar as it alters the rights
and obligations of such SPC.

                     16. PROVISIONS OF GENERAL APPLICATION.

         16.1. SETOFF. The Borrowers hereby grant to each Agent, the Issuing
Bank and each of the Lenders a continuing lien, security interest and right of
setoff as security for all liabilities and obligations to each Agent, the
Issuing Bank and each Lender, whether now existing or hereafter arising, upon
and against all deposits, credits, collateral and property, now or hereafter in
the possession, custody, safekeeping or control of such Agent, the Issuing Bank
or such Lender or any Lender Affiliate and their successors and assigns or in
transit to any of them. Regardless of the adequacy of any collateral, if any of
the Obligations are due and payable and have not been paid or any Event of
Default shall have occurred, any deposits or other sums credited by or due from
any of the Lenders to any Borrower and any securities or other property of any
Borrower in the possession of such Lender may be applied to or set off by such
Lender against the



<PAGE>
                                     -115-


payment of Obligations and any and all other liabilities, direct, or indirect,
absolute or contingent, due or to become due, now existing or hereafter arising,
of any Borrower to such Lender. Each Borrower hereby grants to the Issuing Bank
a security interest in all goods, documents, instruments and accounts which
shall come into the possession or control of the Issuing Bank, any of the
Issuing Bank's correspondents, or any Borrower, or in which any Borrower may
acquire an interest and the proceeds thereof as the result of opening or in
connection with any transaction under any Letter of Credit, as security for (a)
all payments made or to be made by the Issuing Bank or its correspondents under
such Letter of Credit, (b) any interest, commission or other customary charges
in relation to such Letter of Credit and (c) any other obligations of any
Borrower to the Issuing Bank under this Credit Agreement. Upon any default by
the Borrowers in any of the undertakings set forth in this Credit Agreement in
respect of the Letters of Credit, the Issuing Bank is authorized to sell any or
all such goods or documents at public or private sale and exercise any and all
other rights as a secured creditor under the provisions of the Uniform
Commercial Code of the Commonwealth of Massachusetts or any similar statute. Any
legal requirement that the Issuing Bank must give the Borrowers reasonable
notice of any proposed sale or disposition of the goods or documents shall be
met if such notice is given to the Borrowers at least five (5) days before the
time of such sale or disposition. ANY AND ALL RIGHTS TO REQUIRE ANY LENDER TO
EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH
SECURES THE OBLIGATIONS, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO
SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF ANY BORROWER ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED. Each of the Lenders agree with each other
Lender that (i) if an amount to be set off is to be applied to Indebtedness of
any Borrower to such Lender, other than Indebtedness evidenced by the Notes held
by such Lender or constituting Reimbursement Obligations owed to such Lender,
such amount shall be applied ratably to such other Indebtedness and to the
Indebtedness evidenced by all such Notes held by such Lender or constituting
Reimbursement Obligations owed to such Lender, and (ii) if such Lender shall
receive from any Borrower, whether by voluntary payment, exercise of the right
of setoff, counterclaim, cross action, enforcement of the claim evidenced by the
Notes held by, or constituting Reimbursement Obligations owed to, such Lender by
proceedings against any Borrower at law or in equity or by proof thereof in
bankruptcy, reorganization, liquidation, receivership or similar proceedings, or
otherwise, and shall retain and apply to the payment of the Note or Notes held
by, or Reimbursement Obligations owed to, such Lender any amount in excess of
its ratable portion of the payments received by all of the Lenders with respect
to the Notes held by, and Reimbursement Obligations owed to, all of the Lenders,
such Lender will make such disposition and arrangements with the other Lenders
with respect to such excess, either by way of distribution, pro tanto assignment
of claims, subrogation or otherwise as shall result in each Lender receiving in
respect of the Notes held by it or Reimbursement Obligations owed it, its
proportionate payment as contemplated by this Credit Agreement; provided that if
all or any part of such excess payment is thereafter recovered from such Lender,
such disposition and arrangements shall be rescinded and the amount restored to
the extent of such recovery, but without interest.


<PAGE>
                                     -116-


         16.2. EXPENSES. The Borrowers jointly and severally agree to pay (a)
the reasonable costs of producing and reproducing this Credit Agreement, the
other Loan Documents and the other agreements and instruments mentioned herein,
(b) any taxes (including any interest and penalties in respect thereto) payable
by any Agent, the Issuing Bank or any of the Lenders (other than taxes based
upon any Agent's, the Issuing Bank's or any Lender's net income) on or with
respect to the transactions contemplated by this Credit Agreement (the Borrowers
hereby jointly and severally agreeing to indemnify the Agents, the Issuing Bank
and each Lender with respect thereto), (c) the reasonable fees, expenses and
disbursements of the Syndication Agent's Special Counsel, the Administrative
Agent's counsel or any local counsel to the Bank Agents incurred in connection
with the preparation, syndication, administration or interpretation of the Loan
Documents and other instruments mentioned herein, each closing hereunder, any
amendments, modifications, approvals, consents or waivers hereto or hereunder,
or the cancellation of any Loan Document upon payment in full in cash of all of
the Obligations or pursuant to any terms of such Loan Document for providing for
such cancellation, (d) the fees, expenses and disbursements of the Bank Agents
or any of their affiliates incurred by the Bank Agents or such affiliate in
connection with the preparation, syndication, administration or interpretation
of the Loan Documents and other instruments mentioned herein, including all
title insurance premiums and surveyor, engineering, appraisal and examination
charges, (e) all reasonable out-of-pocket expenses (including without limitation
reasonable attorneys' fees and costs, which attorneys may be employees of any
Lender, the Issuing Bank or any Agent, and reasonable consulting, accounting,
appraisal, investment bankruptcy and similar professional fees and charges)
incurred by any Lender, the Issuing Bank or any Agent in connection with (i) the
enforcement of or preservation of rights under any of the Loan Documents against
any of the Borrowers or any of their Subsidiaries or the administration thereof
after the occurrence of a Default or Event of Default and (ii) any litigation,
proceeding or dispute whether arising hereunder or otherwise, in any way related
to any Lender's, the Issuing Bank's or any Agent's relationship with any
Borrower or any of their Subsidiaries and (f) all reasonable fees, expenses and
disbursements of any Lender, the Issuing Bank or any Agent incurred in
connection with UCC searches. The covenants contained in this ss. 16.2 shall
survive payment or satisfaction in full of all other obligations.

         16.3. INDEMNIFICATION. The Borrowers jointly and severally agree to
indemnify and hold harmless each Agent, its affiliates, the Issuing Bank and the
Lenders from and against any and all claims, actions and suits whether
groundless or otherwise, and from and against any and all liabilities, losses,
damages and expenses of every nature and character arising out of this Credit
Agreement or any of the other Loan Documents or the transactions contemplated
hereby including, without limitation, (a) any actual or proposed use by any of
the Borrowers or any of their Subsidiaries of the proceeds of any of the Loans
or Letters of Credit, (b) the reversal or withdrawal of any provisional credits
granted by the Administrative Agent upon the transfer of funds from lock box,
bank agency, concentration accounts or otherwise under any cash management
arrangements with any of the Borrowers or any of their Subsidiaries or in
connection with the provisional honoring of funds transfers, checks or other
items, (c) any of the



<PAGE>
                                     -117-


Borrowers or any of their Subsidiaries entering into or performing this Credit
Agreement or any of the other Loan Documents or (d) with respect to any of the
Borrowers and any of their Subsidiaries and their respective properties and
assets, the violation of any Environmental Law, the presence, disposal, escape,
seepage, leakage, spillage, discharge, emission, release or threatened release
of any Hazardous Substances or any action, suit, proceeding or investigation
brought or threatened with respect to any Hazardous Substances (including, but
not limited to, claims with respect to wrongful death, personal injury or damage
to property), in each case including, without limitation, the reasonable fees
and disbursements of counsel and allocated costs of internal counsel incurred in
connection with any such investigation, litigation or other proceeding. In
litigation, or the preparation therefor, the Lenders, the Issuing Bank and each
Agent and its affiliates shall be entitled to select their own counsel and, in
addition to the foregoing indemnity, the Borrowers jointly and severally agree
to pay promptly the reasonable fees and expenses of such counsel. If, and to the
extent that the obligations of any Borrower under this ss. 16.3 are
unenforceable for any reason, the Borrowers hereby jointly and severally agree
to make the maximum contribution to the payment in satisfaction of such
obligations which is permissible under applicable law. The covenants contained
in this ss. 16.3 shall survive payment or satisfaction in full of all other
Obligations.

         16.4.  TREATMENT OF CERTAIN CONFIDENTIAL INFORMATION.

                  16.4.1. CONFIDENTIALITY. Each of the Lenders, the Agents, and
         the Issuing Bank agrees, on behalf of itself and each of its
         affiliates, directors, officers, employees and representatives, to use
         reasonable precautions to keep confidential, in accordance with their
         customary procedures for handling confidential information of the same
         nature and in accordance with safe and sound banking practices, any
         non-public information supplied to it by any Borrower or any of their
         Subsidiaries pursuant to this Credit Agreement that is identified by
         such Person as being confidential at the time the same is delivered to
         the Lenders, the Issuing Bank or the Agents, provided that nothing
         herein shall limit the disclosure of any such information (a) after
         such information shall have become public other than through a
         violation of this ss. 16.4, or becomes available to any of the Lenders,
         the Issuing Bank or the Agents on a nonconfidential basis from a source
         other than the Borrowers, (b) to the extent required by statute, rule,
         regulation or judicial process, (c) to counsel for any of the Lenders,
         the Issuing Bank or the Agents, (d) to bank examiners or any other
         regulatory authority having jurisdiction over any Lender or any Agent,
         or to auditors or accountants, (e) to any Agent, any Lender, the
         Issuing Bank or any Financial Affiliate, (f) in connection with any
         litigation to which any one or more of the Lenders, the Issuing Bank,
         the Agents or any Financial Affiliate is a party, or in connection with
         the enforcement of rights or remedies hereunder or under any other Loan
         Document, (g) to a Lender Affiliate or a Subsidiary or affiliate of any
         Agent or Issuing Bank, (h) to any actual or prospective assignee or
         participant or any actual or prospective counterparty (or its advisors)
         to any swap or derivative transactions referenced to credit or other
         risks or events




<PAGE>
                                     -118-


         arising under this Credit Agreement or any other Loan Document so long
         as such assignee, participant or counterparty, as the case may be,
         agrees to be bound by the provisions of ss. 16.4 or (i) with the
         consent of the Borrowers. Moreover, each of the Agents, the Issuing
         Bank, the Lenders and any Financial Affiliate is hereby expressly
         permitted by the Borrowers to refer to any of the Borrowers and their
         Subsidiaries in connection with any advertising, promotion or marketing
         undertaken by such Agent, such Lender, the Issuing Bank or such
         Financial Affiliate and, for such purpose, such Agent, the Issuing
         Bank, such Lender or such Financial Affiliate may utilize any trade
         name, trademark, logo or other distinctive symbol associated with the
         Borrowers or any of their Subsidiaries or any of their businesses.

                  16.4.2. PRIOR NOTIFICATION. Unless specifically prohibited by
         applicable law or court order, each of the Lenders, the Issuing Bank
         and the Agents shall, prior to disclosure thereof, notify the Borrowers
         of any request for disclosure of any such non-public information by any
         governmental agency or representative thereof (other than any such
         request in connection with an examination of the financial condition of
         such Lender by such governmental agency) or pursuant to legal process.

                  16.4.3. OTHER. In no event shall any Lender, the Issuing Bank
         or any Agent be obligated or required to return any materials furnished
         to it or any Financial Affiliate by any Borrower or any of their
         Subsidiaries. The obligations of each Lender under this ss. 16.4 shall
         supersede and replace the obligations of such Lender under any
         confidentiality letter in respect of this financing signed and
         delivered by such Lender to the Borrowers prior to the date hereof and
         shall be binding upon any assignee of, or purchaser of any
         participation in, any interest in any of the Loans or Reimbursement
         Obligations from any Lender.

         16.5. SURVIVAL OF COVENANTS, ETC. All covenants, agreements,
representations and warranties made herein, in the Notes, in any of the other
Loan Documents or in any documents or other papers delivered by or on behalf of
any Borrower or any of their Subsidiaries pursuant hereto shall be deemed to
have been relied upon by the Lenders, the Agents, the Issuing Bank,
notwithstanding any investigation heretofore or hereafter made by any of them,
and shall survive the making by the Lenders of any of the Loans and the
issuance, extension or renewal of any Letters of Credit, as herein contemplated,
and shall continue in full force and effect so long as any Letter of Credit or
any amount due under this Credit Agreement or the Notes or any of the other Loan
Documents remains outstanding or any Lender has any obligation to make any Loans
or the Issuing Bank has any obligation to issue, extend or renew any Letter of
Credit, and for such further time as may be otherwise expressly specified in
this Credit Agreement. All statements contained in any certificate or other
paper delivered to any Lender, any Agent or the Issuing Bank at any time by or
on behalf of any of the Borrowers or any of their Subsidiaries pursuant hereto
or in connection with the transactions contemplated hereby shall constitute
representations and warranties by such Borrower or such Subsidiary hereunder.


<PAGE>
                                     -119-


         16.6. NOTICES. Except as otherwise expressly provided in this Credit
Agreement, all notices and other communications made or required to be given
pursuant to this Credit Agreement or the Notes or any Letter of Credit
Applications shall be in writing (which includes by setting forth such notice or
other communication on a site on the World Wide Web (a "Website Posting") if
notice of such Website Posting (including the information necessary to access
such site) has previously been delivered to the applicable parties hereto by
another means set forth in this ss. 16.6) and shall be delivered in hand, mailed
by United States registered or certified first class mail, postage prepaid, sent
by overnight courier, or sent by telegraph, telecopy, facsimile or telex and
confirmed by delivery via courier or postal service, addressed as follows:

         (a) if to the Borrowers, at 100 Phoenix Drive, Ann Arbor, Michigan
USA 48108, Attention: Edward W. Wilhelm, Senior Vice President and Chief
Financial Officer, or at such other address for notice as the Borrowers shall
last have furnished in writing to the Person giving the notice;

         (b) if to the Syndication Agent or the Issuing Bank, at 100
Federal Street, Boston, Massachusetts 02110, USA, Attention: Kathleen Dimock,
Director, or such other address for notice as the Administrative Agent shall
last have furnished in writing to the Person giving the notice;

         (c) if to the Administrative Agent or the Swingline Lender, at 249
Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707, Attention: Philip Liebscher
and Lisa Pierce, or such other address for notice as the Administrative Agent
shall last have furnished in writing to the Person giving the notice; and

         (d) if to any Lender, at such Lender's address set forth on
Schedule 1 hereto, or such other address for notice as such Lender shall have
last furnished in writing to the Person giving the notice.

         Any such notice or demand shall be deemed to have been duly given or
made and to have become effective (i) if delivered by hand, overnight courier or
facsimile to a responsible officer of the party to which it is directed, at the
time of the receipt thereof by such officer or the sending of such facsimile,
(ii) if sent by registered or certified first-class mail, postage prepaid, on
the third Business Day following the mailing thereof, and (iii) if delivered by
a Website Posting, upon delivery of a notice or other communication of such
posting (including the information necessary to access such site) by another
means set forth in this ss. 16.6. Any notice or other communication to be made
hereunder or under the Notes or any Letter of Credit Applications, even if
otherwise required to be in writing under other provisions of this Credit
Agreement, the Notes or any Letter of Credit Applications, may alternatively be
made in an electronic record transmitted electronically under such
authentication and other procedures as the parties hereto may from time to time
agree in writing (but not an electronic record), and such electronic
transmission shall be effective at the time set forth in such procedures. Unless
otherwise expressly provided in such procedures, such an electronic record shall
be equivalent to a writing under the other provisions of this Credit Agreement,
the Notes or any Letter of Credit Applications, and such authentication, if made
in compliance with the



<PAGE>
                                     -120-


procedures so agreed by the parties hereto in writing (but not an electronic
record), shall be equivalent to a signature under the other provisions of this
Credit Agreement, the Notes or any Letter of Credit Applications.

         16.7. GOVERNING LAW. THIS CREDIT AGREEMENT AND, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED THEREIN, EACH OF THE OTHER LOAN DOCUMENTS ARE CONTRACTS
UNDER THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS AND SHALL FOR ALL PURPOSES
BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF SAID COMMONWEALTH OF
MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW).
EACH OF THE BORROWERS AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS CREDIT
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS MAY BE BROUGHT IN THE COURTS OF THE
COMMONWEALTH OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND CONSENTS
TO THE NONEXCLUSIVE JURISDICTION OF SUCH COURT AND SERVICE OF PROCESS IN ANY
SUCH SUIT BEING MADE UPON THE BORROWERS BY MAIL AT THE ADDRESS SPECIFIED IN
SS. 16.6. EACH OF THE BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR
HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT
IS BROUGHT IN AN INCONVENIENT COURT.

         16.8. HEADINGS. The captions in this Credit Agreement are for
convenience of reference only and shall not define or limit the provisions
hereof.

         16.9. COUNTERPARTS. This Credit Agreement and any amendment hereof may
be executed in several counterparts and by each party on a separate counterpart,
each of which when executed and delivered shall be an original, and all of which
together shall constitute one instrument. In proving this Credit Agreement it
shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought. Delivery by facsimile by
any of the parties hereto of an executed counterpart hereof or of any amendment
or waiver hereto shall be as effective as an original executed counterpart
hereof or of such amendment or waiver and shall be considered a representation
that an original executed counterpart hereof or such amendment or waiver, as the
case may be, will be delivered.

         16.10. ENTIRE AGREEMENT, ETC. The Loan Documents and any other
documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated
hereby. Neither this Credit Agreement nor any term hereof may be changed,
waived, discharged or terminated, except as provided in ss. 16.12.

         16.11. WAIVER OF JURY TRIAL. EACH OF THE BORROWERS HEREBY WAIVES ITS
RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY
DISPUTE IN CONNECTION WITH THIS CREDIT AGREEMENT, THE NOTES OR ANY OF THE OTHER
LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER OR THE

<PAGE>
                                     -121-


PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY,
INCLUDING ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF
THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE
LOANS OR ENFORCEMENT OF THE LOAN DOCUMENTS AND AGREES THAT IT WILL NOT SEEK TO
CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED. Except as prohibited by law, each of the Borrowers
hereby waives any right it may have to claim or recover in any litigation
referred to in the preceding sentence any special, exemplary, punitive or
consequential damages or any damages other than, or in addition to, actual
damages. Each of the Borrowers (a) certifies that no representative, agent or
attorney of any Lender, the Issuing Bank or any Agent has represented, expressly
or otherwise, that such Lender, the Issuing Bank or such Agent would not, in the
event of litigation, seek to enforce the foregoing waivers and (b) acknowledges
that each Agent, the Issuing Bank and the Lenders have been induced to enter
into this Credit Agreement, the other Loan Documents to which it is a party by,
among other things, the waivers and certifications contained herein.

         16.12. CONSENTS, AMENDMENTS, WAIVERS, ETC. Any consent or approval
required or permitted by this Credit Agreement to be given by the Lenders may be
given, and any term of this Credit Agreement, the other Loan Documents or any
other instrument related hereto or mentioned herein may be amended, and the
performance or observance by any of the Borrowers or any of their Subsidiaries
of any terms of this Credit Agreement, the other Loan Documents or such other
instrument or the continuance of any Default or Event of Default may be waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the written consent of the Borrowers and the
written consent of the Required Lenders. Notwithstanding the foregoing, no
amendment, modification or waiver shall:

         (a) without the written consent of the Borrowers and each Lender
directly affected thereby:

                           (i) reduce or forgive the principal amount of any
                  Loans or Reimbursement Obligations, or reduce the rate of
                  interest on the Notes or the amount of the Facility Fee,
                  Utilization Fee or Letter of Credit Fees (other than interest
                  accruing pursuant to ss. 5.11.2 following the effective date
                  of any waiver by the Required Lenders of the Default or Event
                  of Default relating thereto);

                           (ii) increase the amount of such Lender's Commitment
                  or extend the expiration date of such Lender's Commitment;

                           (iii) postpone or extend the Maturity Date or any
                  other regularly scheduled dates for payments of principal of,
                  or interest on, the Loans or Reimbursement Obligations or any
                  Fees or other amounts payable to such Lender (it being
                  understood that (A) a waiver of the



<PAGE>
                                     -122-


                  application of the default rate of interest pursuant to
                  ss. 5.11.2, and (B) any vote to rescind any acceleration made
                  pursuant to ss. 13.1 of amounts owing with respect to the
                  Loans and other Obligations shall require only the approval
                  of the Required Lenders); and

                           (iv) other than pursuant to a transaction permitted
                  by the terms of this Credit Agreement, release all or
                  substantially all of the Guarantors from their guaranty
                  obligations;

         (b) without the written consent of all of the Lenders, amend or
waive this ss. 16.12 or the definitioN of Required Lenders (it being understood
that the addition of one or more additional credit facilities, the allowance of
the credit extensions, interest and fees thereunder to share ratably or on a
subordinated basis with the Loans, Letters of Credit, interest and Fees in the
benefits of the Loan Documents and the inclusion of the holders of such
facilities in the determination of Required Lenders shall require only the
approval of the Required Lenders);

         (c) without the written consent of the applicable Bank Agent,
amend or waive ss. 14, the amount oR time of payment of such Bank Agent's fee
payable for such Bank Agent's account or any other provision applicable to such
Bank Agent;

         (d) without the written consent of the Issuing Bank, amend or
waive, the amount or time of payment of any Letter of Credit Fees or other fees
payable for the Issuing Bank's account or any other provision applicable to the
Issuing Bank; or

         (e) without the written consent of the Swingline Lender amend or
waive any provision applicable to the Swingline Lender.

No waiver shall extend to or affect any obligation not expressly waived or
impair any right consequent thereon. No course of dealing or delay or omission
on the part of any Agent, the Issuing Bank or any Lender in exercising any right
shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice
to or demand upon the Borrowers shall entitle the Borrowers to other or further
notice or demand in similar or other circumstances.

         16.13. SEVERABILITY. The provisions of this Credit Agreement are
severable and if any one clause or provision hereof shall be held invalid or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect only such clause or provision, or part thereof, in
such jurisdiction, and shall not in any manner affect such clause or provision
in any other jurisdiction, or any other clause or provision of this Credit
Agreement in any jurisdiction.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



<PAGE>






         IN WITNESS WHEREOF, the undersigned have duly executed this Credit
Agreement as a sealed instrument as of the date first set forth above.

                                     BORDERS GROUP, INC.



                                     By: /s/ Edward W. Wilhelm
                                        --------------------------------------
                                              Name:  Edward W. Wilhelm
                                              Title: Senior Vice President &
                                                     Chief Financial Officer

                                     BORDERS, INC.
                                     WALDEN BOOK COMPANY, INC.



                                     By: /s/ Edward W. Wilhelm
                                        --------------------------------------
                                              Name:  Edward W. Wilhelm
                                              Title: Senior Vice President &
                                                     Treasurer


                                     BGP (UK) LIMITED
                                     BORDERS (UK) LIMITED



                                     By: /s/ Edward W. Wilhelm
                                        --------------------------------------
                                              Name:  Edward W. Wilhelm
                                              Title: Director


                                     BORDERS AUSTRALIA PTY LTD



                                     By: /s/ Edward W. Wilhelm
                                        --------------------------------------
                                              Name:  Edward W. Wilhelm
                                              Title: Director



                                     By:
                                        --------------------------------------
                                              Name:
                                              Title:  Director

<PAGE>



                                     FLEET NATIONAL BANK, individually
                                     and as Syndication Agent and Issuing Bank



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     PNC BANK, NATIONAL ASSOCIATION,
                                     individually   and  as Administrative Agent
                                     and Swingline Lender



                                     By:      ____________________________
                                              Name:
                                              Title:



                                     BANK ONE, NA, (MAIN OFFICE CHICAGO)
                                     individually and as Documentation Agent



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     WACHOVIA BANK,
                                     NATIONAL ASSOCIATION
                                     individually and as Co-Syndication Agent



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     COMERICA BANK



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     SUNTRUST BANK



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     KEYBANK NATIONAL ASSOCIATION



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     UNION BANK OF CALIFORNIA, N.A.



                                     By:      ______________________________
                                              Name:
                                              Title:

                                     U.S. BANK NATIONAL ASSOCIATION



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     NATIONAL CITY BANK



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     FIFTH THIRD BANK, EASTERN MICHIGAN



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     THE BANK OF NEW YORK



                                     By:      ______________________________
                                              Name:
                                              Title:


                                     FIRST HAWAIIAN BANK



                                     By:      ______________________________
                                              Name:
                                              Title:

                                     FORTIS PROJECT FINANCE LTD



                                     By:      ______________________________
                                              Name:
                                              Title:



FOR PURPOSES OF SS. 6 HEREOF:

PLANET MUSIC, INC.
BORDERS PROPERTIES, INC.
WALDENBOOKS PROPERTIES, INC.
BORDERS OUTLET, INC.
BORDERS FULFILLMENT, INC.
THE LIBRARY, LTD.
BORDERS ONLINE, INC.



By: /s/ Edward W. Wilhelm
   ------------------------------
   Name:  Edward W. Wilhelm
   Title: Senior Vice President &
          Treasurer


BORDERS ONLINE, LLC

By:  BORDERS, INC., its Sole Member



By: /s/ Edward W. Wilhelm
   ------------------------------
   Name:  Edward W. Wilhelm
   Title: Senior Vice President &
          Treasurer




<PAGE>
                                                                     EXHIBIT A-1

                            FORM OF CO-BORROWER NOTE

$________                                                           June 21,2002


         FOR VALUE RECEIVED, the undersigned BORDERS GROUP, INC., a Michigan
corporation, BORDERS, INC., a Colorado corporation, WALDEN BOOK COMPANY, INC., a
Colorado corporation, and BGP (UK) LIMITED, a company with limited liability
organized under the laws of England (each individually, a "Co-Borrower" and
collectively, the "Co-Borrowers"), hereby jointly and severally promise to pay
to the order of [INSERT NAME OF LENDER], a [____] (the "Lender") at the
Administrative Agent's Office:

                  (a) prior to or on the Maturity Date the principal amount of
         [_____ DOLLARS ($_____ )] or, if less, the aggregate unpaid principal
         amount of Co-Borrower Loans advanced by the Lender to the Co-Borrowers
         pursuant to the Multicurrency Revolving Credit Agreement dated as of
         June 21, 2002 (as amended and in effect from time to time, the "Credit
         Agreement"), among the Co-Borrowers, the Lender and other parties
         thereto;

                  (b) the principal outstanding hereunder from time to time at
         the times provided in the Credit Agreement; and

                  (c) interest on the principal balance hereof from time to time
         outstanding from the Closing Date under the Credit Agreement through
         and including the maturity date hereof at the times and at the rate
         provided in the Credit Agreement.

         This Co-Borrower Note (this "Note") evidences borrowings under and has
 been issued by the Co-Borrowers in accordance with the terms of the Credit
 Agreement. The Lender and any holder hereof is entitled to the benefits of the
 Credit Agreement and the other Loan Documents, and may enforce the agreements
 of each of the Co-Borrowers contained therein, and any holder hereof may
 exercise the respective remedies provided for thereby or otherwise available in
 respect thereof, all in accordance with the respective terms thereof. All
 capitalized terms used in this Note and not otherwise defined herein shall have
 the same meanings herein as in the Credit Agreement.

         Each Co-Borrower irrevocably authorizes the Lender to make or cause to
 be made, at or about the time of the Drawdown Date of any Co-Borrower Loan or
 at the time of receipt of any payment of principal of this Note, an appropriate
 notation on the grid attached to this Note, or the continuation of such grid,
 or any other similar record, including computer records, reflecting the making
 of such Co-Borrower Loan or (as the case may be) the receipt of such payment.
 The outstanding amount of the Co-Borrower Loans set forth on the grid attached
 to this Note, or the continuation of such grid, or any other similar record,
 including computer records, maintained by the Lender with respect

<PAGE>


                                      -2-

to any Co-Borrower Loans shall be prima facie evidence of the principal
amount thereof owing and unpaid to the Lender, but the failure to record, or any
error in so recording, any such amount on any such grid, continuation or other
record shall not limit or otherwise affect the obligation of the Co-Borrowers
hereunder or under the Credit Agreement to make payments of principal of and
interest on this Note when due.

         Each of the Co-Borrowers has the right in certain circumstances and the
obligation under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.

         If any one or more of the Events of Default shall occur, the entire
 unpaid principal amount of this Note and all of the unpaid interest accrued
 thereon may become or be declared due and payable in the manner and with the
 effect provided in the Credit Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
 exercising any right hereunder shall operate as a waiver of such right or of
 any other rights of the Lender or such holder, nor shall any delay, omission or
 waiver on any one occasion be deemed a bar or waiver of the same or any other
 right on any further occasion.

         Each of the Co-Borrowers and every endorser and guarantor of this Note
 or the obligation represented hereby waives presentment, demand, notice,
 protest and all other demands and notices in connection with the delivery,
 acceptance, performance, default or enforcement of this Note, and assents to
 any extension or postponement of the time of payment or any other indulgence,
 to any substitution, exchange or release of collateral and to the addition or
 release of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF EACH OF THE CO-BORROWERS HEREUNDER
SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
OR CHOICE OF LAW). EACH OF THE CO-BORROWERS AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SS. 316.6
OF THE CREDIT AGREEMENT. EACH OF THE CO-BORROWERS HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.

<PAGE>

                                      -3-

         IN WITNESS WHEREOF, the undersigned has caused this Co-Borrower Note to
be signed in its corporate name and its corporate seal to be impressed thereon
by its duly authorized officer as of the day and year first above written.

[Corporate Seal]
                                BORDERS GROUP, INC.



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Senior Vice President & Chief
                                              Financial Officer


                                BORDERS, INC.
                                WALDEN BOOK COMPANY, INC.



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Senior Vice President & Treasurer




                                BGP (UK) LIMITED



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Director

<PAGE>

<TABLE>
<CAPTION>

             Amount
             of Co-           Amount of          Balance of
            Borrower       Principal Paid         Principal        Notation
Date          Loan           or Prepaid             Unpaid         Made By:
<S>         <C>            <C>                  <C>               <C>


</TABLE>

<PAGE>


                                                                     EXHIBIT A-2
                            FORM OF AUSTRALIAN NOTE
$_________                                                          June 21,2002

         FOR VALUE RECEIVED, the undersigned BORDERS AUSTRALIA PTY LTD a company
organized under the laws of Australia (the "Australian Borrower") hereby
promises to pay to the order of [INSERT NAME OF LENDER], a [____] ("Lender") at
the Administrative Agent's Office:

                  (a) prior to or on the Maturity Date the principal amount of,
         if prior to the SunTrust Increase Date, [[_______DOLLARS ($____)] and,
         if on or after the SunTrust Increase Date, [[_______DOLLARS ($____)]
         or, if less, the aggregate unpaid principal amount of all Australian
         Loans advanced by the Lender to the Australian Borrower pursuant to
         the Multicurrency Revolving Credit Agreement dated as of June 21, 2002
         (as amended and in effect from time to time, the "Credit Agreement"),
         among the Australian Borrower, the Lender and other parties thereto;

                  (b) the principal outstanding hereunder from time to time at
         the times provided in the Credit Agreement; and

                  (c) interest on the principal balance hereof from time to time
         outstanding from the Closing Date under the Credit Agreement through
         and including the maturity date hereof at the times and at the rate
         provided in the Credit Agreement.

         This Australian Note (this "Note") evidences borrowings under and has
 been issued by the Australian Borrower in accordance with the terms of the
 Credit Agreement. The Lender and any holder hereof is entitled to the benefits
 of the Credit Agreement and the other Loan Documents, and may enforce the
 agreements of each of the Australian Borrower contained therein, and any holder
 hereof may exercise the respective remedies provided for thereby or otherwise
 available in respect thereof, all in accordance with the respective terms
 thereof. All capitalized terms used in this Note and not otherwise defined
 herein shall have the same meanings herein as in the Credit Agreement.

          The Australian Borrower irrevocably authorizes the Lender to make or
 cause to be made, at or about the time of the Drawdown Date of any Australian
 Loan or at the time of receipt of any payment of principal of this Note, an
 appropriate notation on the grid attached to this Note, or the continuation of
 such grid, or any other similar record, including computer records, reflecting
 the making of such Australian Loan or (as the case may be) the receipt of such
 payment. The outstanding amount of the Australian Loans set forth on the grid
 attached to this Note, or the continuation of such grid, or any other similar
 record, including computer records, maintained by the Lender with respect

<PAGE>

                                      -2-

to any Australian Loans shall be prima facie evidence of the principal amount
thereof owing and unpaid to the Lender, but the failure to record, or any error
in so recording, any such amount on any such grid, continuation or other record
shall not limit or otherwise affect the obligation of the Australian Borrower
hereunder or under the Credit Agreement to make payments of principal of and
interest on this Note when due.

         The Australian Borrower has the right in certain circumstances and the
 obligation under certain other circumstances to prepay the whole or part of the
 principal of this Note on the terms and conditions specified in the Credit
 Agreement.

         If any one or more of the Events of Default shall occur, the entire
 unpaid principal amount of this Note and all of the unpaid interest accrued
 thereon may become or be declared due and payable in the manner and with the
 effect provided in the Credit Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
 exercising any right hereunder shall operate as a waiver of such right or of
 any other rights of the Lender or such holder, nor shall any delay, omission or
 waiver on any one occasion be deemed a bar or waiver of the same or any other
 right on any further occasion.

         The Australian Borrower and every endorser and guarantor of this Note
 or the obligation represented hereby waives presentment, demand, notice,
 protest and all other demands and notices in connection with the delivery,
 acceptance, performance, default or enforcement of this Note, and assents to
 any extension or postponement of the time of payment or any other indulgence,
 to any substitution, exchange or release of collateral and to the addition or
 release of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF THE AUSTRALIAN BORROWER HEREUNDER
 SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
 OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO
 CONFLICTS OR CHOICE OF LAW). THE AUSTRALIAN BORROWER AGREES THAT ANY SUIT FOR
 THE ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH
 OF MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE
 NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH
 SUIT BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN 916.6 OF
 THE CREDIT AGREEMENT. THE AUSTRALIAN BORROWER HEREBY WAIVES ANY OBJECTION THAT
 IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
 THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.

<PAGE>

                                      -3-


         IN WITNESS WHEREOF, the undersigned has caused this Australian Note to
be signed in its corporate name and its corporate seal to be impressed thereon
by its duly authorized officer as of the day and year first above written.

 [Corporate Seal]
                                BORDERS AUSTRALIA PTY LTD


                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                        Name: Edward W. Wilhelm
                                        Title: Director





                                By:
                                   ---------------------------------------------
                                       Name:
                                       Title: Director

<PAGE>

<TABLE>
<CAPTION>

                Amount              Amount of          Balance of
            of Australian        Principal Paid         Principal       Notation
Date            Loan               or Prepaid            Unpaid          Made By:
<S>         <C>                  <C>                  <C>               <C>


</TABLE>

<PAGE>


                                                                     EXHIBIT A-3
                                FORM OF UK NOTE
$________                                                           June 21,2002

         FOR VALUE RECEIVED, the undersigned BORDERS (UK) LIMITED a company with
limited liability organized under the laws of England (the "UK Borrower") hereby
promises to pay to the order of [INSERT NAME OF LENDER], a [____] (the "Lender")
at the Administrative Agent's Office:

                  (a) prior to or on the Maturity Date the principal amount of,
         if prior to the SunTrust Increase Date, [ _________ DOLLARS
         ($________)] and, if on or after the SunTrust Increase Date,
         [____________ DOLLARS ($_______)] or, if less, the aggregate unpaid
         principal amount of UK Loans advanced by the Lender to the UK Borrower
         pursuant to the Multicurrency Revolving Credit Agreement dated as of
         June 21,2002 (as amended and in effect from time to time, the "Credit
         Agreement"), among the UK Borrower, the Lender and other parties
         thereto;

                  (b) the principal outstanding hereunder from time to time at
         the times provided in the Credit Agreement; and

                  (c) interest on the principal balance hereof from time to time
         outstanding from the Closing Date under the Credit Agreement through
         and including the maturity date hereof at the times and at the rate
         provided in the Credit Agreement.

         This UK Note (this "Note") evidences borrowings under and has been
 issued by the UK Borrower in accordance with the terms of the Credit Agreement.
 The Lender and any holder hereof is entitled to the benefits of the Credit
 Agreement and the other Loan Documents, and may enforce the agreements of the
 UK Borrower contained therein, and any holder hereof may exercise the
 respective remedies provided for thereby or otherwise available in respect
 thereof, all in accordance with the respective terms thereof. All capitalized
 terms used in this Note and not otherwise defined herein shall have the same
 meanings herein as in the Credit Agreement.

          The UK Borrower irrevocably authorizes the Lender to make or cause to
 be made, at or about the time of the Drawdown Date of any UK Loan or at the
 time of receipt of any payment of principal of this Note, an appropriate
 notation on the grid attached to this Note, or the continuation of such grid,
 or any other similar record, including computer records, reflecting the making
 of such UK Loan or (as the case may be) the receipt of such payment. The
 outstanding amount of the UK Loans set forth on the grid attached to this Note,
 or the continuation of such grid, or any other similar record, including
 computer records, maintained by the Lender with respect to any UK Loans shall
 be prima facie evidence of the principal amount thereof owing and unpaid

<PAGE>

                                      -2-

to the Lender, but the failure to record, or any error in so recording, any
such amount on any such grid, continuation or other record shall not limit or
otherwise affect the obligation of the UK Borrower hereunder or under the Credit
Agreement to make payments of principal of and interest on this Note when due.

         The UK Borrower has the right in certain circumstances and the
obligation under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
exercising any right hereunder shall operate as a waiver of such right or of any
other rights of the Lender or such holder, nor shall any delay, omission or
waiver on any one occasion be deemed a bar or waiver of the same or any other
right on any further occasion.

         The UK Borrower and every endorser and guarantor of this Note or the
obligation represented hereby waives presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF THE UK BORROWER HEREUNDER SHALL FOR
ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR
CHOICE OF LAW). THE UK BORROWER AGREES THAT ANY SUIT FOR THE ENFORCEMENT OF THIS
NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS OR ANY
FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NONEXCLUSIVE JURISDICTION
OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT BEING MADE UPON SUCH
BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SS. 516.6 OF THE CREDIT AGREEMENT.
THE UK BORROWER HEREBY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE
TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR THAT SUCH SUIT IS BROUGHT
IN AN INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.

<PAGE>

                                      -3-


         IN WITNESS WHEREOF, the undersigned has caused this UK Note to be
signed in its corporate name and its corporate seal to be impressed thereon by
its duly authorized officer as of the day and year first above written.

 [Corporate Seal]

                                BORDERS (UK) LIMITED



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                        Name: Edward W. Wilhelm
                                        Title: Director


<PAGE>

<TABLE>
<CAPTION>

            Amount           Amount of           Balance of
            of UK         Principal Paid         Principal         Notation
Date        Loan            or Prepaid             Unpaid          Made By:
<S>        <C>            <C>                   <C>               <C>


</TABLE>

<PAGE>

                                                                     EXHIBIT A-4
                          FORM OF COMPETITIVE BID NOTE
$75,000,000.00                                                      June 21,2002

         FOR VALUE RECEIVED, the undersigned BORDERS GROUP, INC., a Michigan
corporation, BORDERS, INC., a Colorado corporation, WALDEN BOOK COMPANY, INC., a
Colorado corporation and BGP (UK) LIMITED, a company with limited liability
organized under the laws of England (each individually, a "Co-Borrower" and
collectively, the "Co-Borrowers"), hereby jointly and severally promise to pay
to the order of [INSERT NAME OF LENDER] a [___________] (the "Lender") at the
Administrative Agent's Office at the times and in accordance with the terms and
conditions specified in the Credit Agreement (as defined below) but in no event
later than the Maturity Date, the principal amount of SEVENTY-FIVE MILLION
DOLLARS AND 00/100 ($75,000,000.00) or, if less, the aggregate unpaid principal
amount of Competitive Bid Loans advanced by the Lender to the Co-Borrowers
pursuant to the Multicurrency Revolving Credit Agreement, dated as of June 21,
2002 (the "Credit Agreement"), among the Co-Borrowers, the Lender and the other
parties thereto. The Co-Borrowers also jointly and severally promise to pay to
the order of the Lender interest on the principal balance hereof through and
including the date on which such principal amount is paid in full, at the times
and at the rates provided in the Credit Agreement.

         This Competitive Bid Note evidences borrowings under and has been
 issued by the Co-Borrowers in accordance with the terms of the Credit
 Agreement. The Lender and any holder hereof are entitled to the benefits of the
 Credit Agreement, and may enforce the agreements of each of the Co-Borrowers
 contained therein, including without limitation the Co-Borrowers' joint and
 several promise to repay each Competitive Bid Loan advanced hereunder on the
 last day of the applicable Interest Period with respect thereto. All
 capitalized terms used in this Competitive Bid Note and not otherwise defined
 herein shall have the same meanings herein as in the Credit Agreement.

         The Lender shall, and is hereby irrevocably authorized by each of the
 Co-Borrowers to, endorse on the schedule attached to this Competitive Bid Note
 or a continuation of such schedule attached hereto and made a part hereof, an
 appropriate notation evidencing advances and repayments of principal of this
 Competitive Bid Note, provided that failure by the Lender to make any such
 notations shall not affect obligations of the Co-Borrowers in respect of this
 Competitive Bid Note.

          Each of the Co-Borrowers has the right in certain circumstances and
 the obligation in certain other circumstances to prepay the whole or part of
 the principal of this Competitive Bid Note on the terms and conditions
 specified in the Credit Agreement.

<PAGE>

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Competitive Bid Note and all of the unpaid
interest accrued thereon may become or be declared due and payable in the manner
and with the effect provided in the Credit Agreement.

         No delay or omission on the part of the Lender or any holder hereof in
 exercising any right hereunder shall operate as a waiver of such right or of
 any other rights of the Lender or such holder, nor shall any delay, omission or
 waiver on any one occasion be deemed a bar or waiver of the same or any other
 right on any further occasion.

         Each of the Co-Borrowers and every endorser and guarantor of this
 Competitive Bid Note, or the obligation represented hereby waive presentment,
 demand, notice, protest and all other demands and notices in connection with
 the delivery, acceptance, performance, default or enforcement of this
 Competitive Bid Note, assent to any extension or postponement of the time of
 payment or any other indulgence, to any substitution, exchange or release of
 collateral and to the addition or release of any other party or person
 primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF EACH OF THE CO-BORROWERS HEREUNDER
SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
OR CHOICE OF LAW). EACH OF THE CO-BORROWERS  AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS OR ANY FEDERAL COURT SITTING  THEREIN AND THE CONSENT TO THE
NONEXCLUSIVE JURISDICTION OF SUCH COURT AND THE  SERVICE OF PROCESS IN ANY SUCH
SUIT BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN SS. 16.6
OF THE CREDIT AGREEMENT. EACH OF THE  CO-BORROWERS HEREBY WAIVES ANY OBJECTION
THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH
COURT OR THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

         This Competitive Bid Note shall be deemed to take effect as a sealed
 instrument under the laws of the Commonwealth of Massachusetts.

                  [Remainder of page intentionally left blank.]

<PAGE>

         IN WITNESS WHEREOF, the undersigned has caused this Competitive Bid
Note to be signed in its corporate name by its duly authorized officer as of the
day and year first above written.


                                BORDERS GROUP, INC.



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Senior Vice President & Chief
                                              Financial Officer


                                BORDERS, INC.
                                WALDEN BOOK COMPANY, INC.



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Senior Vice President & Treasurer




                                BGP (UK) LIMITED



                                By: /s/ Edward W. Wilhelm
                                   ---------------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Director

<PAGE>

<TABLE>
<CAPTION>
                                               Amount of
             Amount of                         Principal        Balance of
            Competitive        Interest         Paid or          Principal       Notation
Date         Bid Loan            Rate           Prepaid           Unpaid         Made By
<S>         <C>                <C>            <C>               <C>             <C>

</TABLE>


<PAGE>


                                                                     EXHIBIT A-5
                             FORM OF SWINGLINE NOTE
$________                                                           June 21,2002


         FOR VALUE RECEIVED, the undersigned BORDERS GROUP, INC., a Michigan
corporation, BORDERS, INC., a Colorado corporation, WALDEN BOOK COMPANY, INC., a
Colorado corporation, and BGP (UK) LIMITED, a company with limited liability
organized under the laws of England (each individually, a "Co-Borrower" and
collectively, the "Co-Borrowers"), hereby jointly and severally promise to pay
to the order of PNC BANK, NATIONAL ASSOCIATION (the "Swingline Lender") at the
Administrative Agent's Office:

                  (a) prior to or on the Swingline Expiry Date the principal
         amount of [ _____________ DOLLARS ($_____________)] or, if less, the
         aggregate unpaid principal amount of all Swingline Loans advanced by
         the Swingline Lender to the Co-Borrowers pursuant to the Multicurrency
         Revolving Credit Agreement dated as of June 21, 2002 (as amended and in
         effect from time to time, the "Credit Agreement"), among the
         Co-Borrowers, the Swingline Lender and other parties thereto;

                  (b) the principal outstanding hereunder from time to time at
         the times provided in the Credit Agreement; and

                  (c) interest on the principal balance hereof from time to time
         outstanding from the Closing Date under the Credit Agreement through
         and including the maturity date hereof at the times and at the rate
         provided in the Credit Agreement.

         This Swingline Note (this "Note") evidences borrowings under and has
 been issued by the Co-Borrowers in accordance with the terms of the Credit
 Agreement. The Swingline Lender and any holder hereof is entitled to the
 benefits of the Credit Agreement and the other Loan Documents, and may enforce
 the agreements of each of the Co-Borrowers contained therein, and any holder
 hereof may exercise the respective remedies provided for thereby or otherwise
 available in respect thereof, all in accordance with the respective terms
 thereof. All capitalized terms used in this Note and not otherwise defined
 herein shall have the same meanings herein as in the Credit Agreement.

          Each Co-Borrower irrevocably authorizes the Swingline Lender to make
 or cause to be made, at or about the time of the Drawdown Date of any Swingline
 Loan or at the time of receipt of any payment of principal of this Note, an
 appropriate notation on the grid attached to this Note, or the continuation of
 such grid, or any other similar record, including computer records, reflecting
 the making of such Swingline Loan or (as the case may be) the receipt of such
 payment. The outstanding amount of the Swingline Loans set forth on the grid
 attached to this Note, or the continuation of such grid, or any other

<PAGE>


                                      -2-

similar record, including computer records, maintained by the Swingline
Lender with respect to any Swingline Loans shall be prima facie evidence of the
principal amount thereof owing and unpaid to the Swingline Lender, but the
failure to record, or any error in so recording, any such amount on any such
grid, continuation or other record shall not limit or otherwise affect the
obligation of the Co-Borrowers hereunder or under the Credit Agreement to make
payments of principal of and interest on this Note when due.

         Each of the Co-Borrowers has the right in certain circumstances and the
obligation under certain other circumstances to prepay the whole or part of the
principal of this Note on the terms and conditions specified in the Credit
Agreement.

         If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.

         No delay or omission on the part of the Swingline Lender or any holder
hereof in exercising any right hereunder shall operate as a waiver of such right
or of any other rights of the Swingline Lender or such holder, nor shall any
delay, omission or waiver on any one occasion be deemed a bar or waiver of the
same or any other right on any further occasion.

         Each of the Co-Borrowers and every endorser and guarantor of this Note
or the obligation represented hereby waives presentment, demand, notice, protest
and all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.

         THIS NOTE AND THE OBLIGATIONS OF EACH OF THE CO-BORROWERS HEREUNDER
SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW
OF THE COMMONWEALTH OF MASSACHUSETTS (EXCLUDING THE LAWS APPLICABLE TO CONFLICTS
OR CHOICE OF LAW). EACH OF THE CO-BORROWERS AGREES THAT ANY SUIT FOR THE
ENFORCEMENT OF THIS NOTE MAY BE BROUGHT IN THE COURTS OF THE COMMONWEALTH OF
MASSACHUSETTS OR ANY FEDERAL COURT SITTING THEREIN AND THE CONSENT TO THE NON
EXCLUSIVE JURISDICTION OF SUCH COURT AND THE SERVICE OF PROCESS IN ANY SUCH SUIT
BEING MADE UPON SUCH BORROWER BY MAIL AT THE ADDRESS SPECIFIED IN 516.6 OF THE
CREDIT AGREEMENT. EACH OF THE CO-BORROWERS HEREBY WAIVES ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH SUIT OR ANY SUCH COURT OR
THAT SUCH SUIT IS BROUGHT IN AN INCONVENIENT COURT.

         This Note shall be deemed to take effect as a sealed instrument under
the laws of the Commonwealth of Massachusetts.

<PAGE>

                                      -3-

         IN WITNESS WHEREOF, the undersigned has caused this Swingline Note to
be signed in its corporate name and its corporate seal to be impressed thereon
by its duly authorized officer as of the day and year first above written.

 [Corporate Seal]

                                BORDERS GROUP, INC.



                                By: /s/ Edward W. Wilhelm
                                    -----------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Senior Vice President & Chief
                                              Financial Officer


                                BORDERS, INC.
                                WALDEN BOOK COMPANY, INC.



                                By: /s/ Edward W. Wilhelm
                                    -----------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Senior Vice President & Treasurer




                                BGP (UK) LIMITED



                                By: /s/ Edward W. Wilhelm
                                    -----------------------------------------
                                       Name: Edward W. Wilhelm
                                       Title: Director


<PAGE>

<TABLE>
<CAPTION>
                                Amount of
             Amount of          Principal        Balance of
             Swingline           Paid or          Principal       Notation
Date           Loan              Prepaid           Unpaid         Made By:
<S>         <C>                <C>               <C>             <C>

</TABLE>


<PAGE>
                                                                     EXHIBIT B-1

                     FORM OF COMPETITIVE BID QUOTE REQUEST

                                                                          [DATE]

To:              PNC Bank, National Association, as Administrative Agent (the
                 "Administrative Agent")

From:            BORDERS GROUP, INC., BORDERS, INC., WALDEN BOOK COMPANY, INC.
                 and BGP (UK) LIMITED (each individually, a "Co-Borrower" and
                 collectively, the "Co-Borrowers")

Re:              Multicurrency Revolving Credit Agreement (the "Credit
                 Agreement") dated as of June 21, 2002, among the Co-Borrowers,
                 Borders (UK) Limited, Borders Australia Pty Ltd the Lenders
                 party thereto, Fleet National Bank, as syndication agent for
                 itself and such other Lenders, Wachovia Bank, National
                 Association, as co-syndication agent for itself and such other
                 Lenders, Bank One, NA (Main Office Chicago), as documentation
                 agent for itself and such other Lenders and the Administrative
                 Agent

         We hereby give notice pursuant to 52.4.1.2 of the Credit Agreement that
we request Competitive Bid Quotes for the following proposed Competitive Bid
Loan:

Principal Amount*:
                                     ----------------------

Drawdown Date**:
                                     ----------------------

Type of Competitive Bid Loan:
                                     ----------------------

Interest Period***:
                                     ----------------------

Maturity Date****:
                                     ----------------------

         Such Competitive Bid Quotes should offer a Competitive Bid Rate.

         Terms used herein have the meanings assigned to them in the Credit
Agreement.

*        Stated in Dollars, the amount must be $5,000,000 minimum, or any
         greater integral multiple of $1,000,000; maximum of one amount may be
         requested in a single Competitive Bid Quote Request.

**       If a Eurocurrency Competitive Loan, not sooner than four Business Days
         from the date hereof; if Fixed Rate Competitive Loan, not sooner than
         one Business Day from the date hereof.

***      From 7 to 90 days; a maximum of one Interest may be requested in a
         single Period Competitive Bid Quote Request.

****     Last day of Interest Period, but in no event later than the Maturity
         Date.


                                          BORDERS GROUP, INC.

                                          By: /s/ Edward W. Wilhelm
                                             -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President & Chief
                                                Financial Officer

                                          BORDERS, INC.

                                          By: /s/ Edward W. Wilhelm
                                             -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President &
                                                Treasurer

                                          WALDEN BOOK COMPANY, INC.

                                          By: /s/ Edward W. Wilhelm
                                             -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President &
                                                Treasurer

                                          BGP (UK) LIMITED

                                          By: /s/ Edward W. Wilhelm
                                             -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Director




<PAGE>



                                                                     EXHIBIT B-2

                 FORM OF INVITATION FOR COMPETITIVE BID QUOTES

From: PNC BANK, NATIONAL ASSOCIATION
      AGENCY SERVICES

Fax:  412-762-8672            Phone:       412-762-6439

To:
      -----------------

Date:
      -----------------
Fax:
      -----------------

Re:         BORDERS GROUP, INC
            Customer                               Facility
                    ----------                              ----------


                  Bid Request Number
                                            ------
                  Request Date
                                            ------
                  Base Rate Code
                                            ------
                  Amount Requested
                                            ------
                  Days in the Term
                                            ------

FUNDING DATE:             (PERIOD          TO        ) PAYOFF ON        .
             ----------           ------       ------            ------
Participants replies must be received by 10:00:00 on      . Administrative Agent
                                                    -----
reply must be received by one hour earlier.

Please call LESLIE CHETOKA at 412-762-6439 if you have any questions.

Best Regards,
LESLIE CHETOKA
Agency Services Administrator




                                                                     MBIDREQUEST


<PAGE>


                                                                     EXHIBIT B-3

                         FORM OF COMPETITIVE BID QUOTE

PNC BANK, NATIONAL ASSOCIATION,
 as Administrative Agent
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Attention:

         Re: Competitive Bid Quote to BORDERS GROUP, INC., BORDERS, INC., WALDEN
         BOOK COMPANY, INC. and BGP (UK) LIMITED (each individually a
         "Co-Borrower" and collectively, the "Co-Borrowers")


         In response to your invitation on behalf of the Co-Borrowers dated

                    20    we hereby make the following Competitive Bid Quote(s)
-----------  ------,  ---
on the following terms:

1.      Quoting Lender:
                        ------------------------------------------------------

2.      Person to contact at quoting Lender:
                                             ---------------------------------

3.      We hereby offer to make Competitive Bid Loan(s) in the following
        principal amounts, of the following Type, for the following Interest
        Periods and at the following rates:

a .     Principal Amount*:
                                          --------------------

        Drawdown Date**:
                                          --------------------

        Type of Competitive Bid Loan:
                                          --------------------

        Interest Period**:
                                          --------------------

        Maturity Date****:
                                          --------------------

        Competitive Bid Rate*****:
                                          --------------------

b.      Principal Amount:
                                          --------------------

        Drawdown Date:
                                          --------------------

        Type of Competitive Bid Loan:
                                          --------------------

        Interest Period:
                                          --------------------

        Maturity Date:
                                          --------------------

          Competitive Bid Rate:
                                          --------------------

4.      Aggregate Principal Amount:      $
                                          --------------------




<PAGE>




                                      -2-

*        Dollar Equivalent of principal amount bid for each Interest Period may
         be greater than the Commitment of the quoting Lender but may not exceed
         the lesser of the Total Commitment and the Competitive Bid Sublimit nor
         the aggregate principal amount of Competitive Bid Loans for which
         offers were requested. Bids must be made for $5,000,000 or any larger
         multiple of $1,000,000.
**       If a Eurocurrency Competitive Loan, not sooner than three Business Days
         from the date hereof.
***      From 7 to 90 days, as specified in the related Invitation for
         Competitive Bid Quotes.
****     Last day of Interest Period, but in no event later than the Maturity
         Date.
*****    Specify rate of interest per annum (rounded to the nearest 1/1,000th of
         1%) for each applicable Interest Period.

<PAGE>



                                      -3-



         We understand and agree that the offer(s) set forth above, subject to
the satisfaction of the applicable conditions set forth in the Multicurrency
Credit Agreement dated as of June 21, 2002, among the Co-Borrowers, Borders (UK)
Limited, Borders Australia Pty Ltd, the Lenders party thereto, PNC Bank,
National Association, as administrative agent for itself and such other Lenders,
Fleet National Bank, as syndication agent for itself and such other Lenders,
Wachovia Bank, National Association, as co-syndication agent for itself and such
other Lenders and Bank One, NA (Main Office Chicago), as documentation agent for
itself and such other Lenders, irrevocably obligates us to make the Competitive
Bid Loan(s) for which any offer(s) are accepted in whole or in part by the
Co-Borrowers.

                                             Very truly yours,

                                             [NAME OF LENDER]

Dated:                                        By:
       -------------------------                 -----------------------------
                                                   Authorized Officer



<PAGE>



                                                                     EXHIBIT B-4

                  FORM OF NOTICE OF COMPETITIVE BID BORROWING

PNC BANK, NATIONAL ASSOCIATION,
 as Administrative Agent
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Attention:

         Re:    Multicurrency Revolving Credit Agreement (the "Credit
                Agreement") dated as of June 21, 2002 among Borders Group, Inc.,
                Borders, Inc., Walden Book Company, Inc. and BGP (UK) Limited
                (each individually, a "Co-Borrower" and collectively, the
                "Co-Borrowers"), Borders (UK) Limited, Borders Australia Pty
                Ltd, the Lenders party thereto, PNC Bank, National Association,
                as administrative agent for itself and such other Lenders, Fleet
                National Bank, as syndication agent for itself and such other
                Lenders, Wachovia Bank, National Association, as co-syndication
                agent for itself and such other Lenders and Bank One, NA (Main
                Office Chicago), as documentation agent for itself and such
                other Lenders

         We hereby give notice pursuant to ss. 2.4.1.6 of the Credit Agreement
of our acceptance of the following Competitive Bid Quote(s):

1.      Lender:
                ---------------------------------------------------

2.       In the following principal amounts, of the following Type, for the
         following Interest Periods and at the following rates:

a .       Principal Amount*:
                                          --------------------

          Drawdown Date**:
                                          --------------------

          Type of Competitive Bid Loan:
                                          --------------------

          Interest Period***:
                                          --------------------

          Maturity Date****:
                                          --------------------

          Competitive Bid Rate*****:
                                          --------------------


<PAGE>



                                      -2-


b.         Principal Amount:
                                          --------------------

           Drawdown Date:
                                          --------------------

           Type of Competitive Bid Loan:
                                          --------------------

           Interest Period:
                                          --------------------

           Maturity Date:
                                          --------------------

           Competitive Bid Rate:
                                          --------------------

[Repeat for each Lender as necessary]



3.       The Aggregate Principal Amount for each Type of Competitive Bid Loan
         and Interest Period is:


Type of                        Interest                Aggregate
Competitive Bid Loan            Period              Principal Amount
--------------------            ------              ----------------
                                                    $
                                                    $




                 [Remainder of page intentionally left blank.]





<PAGE>






                                     - 3 -

4.       We hereby certify that (a) the Dollar Equivalent of the aggregate
         outstanding principal amount of all Revolving Credit Loans, Competitive
         Bid Loans, and Swingline Loans plus the LC Exposure on today's date is
         $  , (b) we will use the proceeds of the requested Competitive Bid Loan
         in accordance with the provisions of the Credit Agreement, (c) each of
         the representations and warranties contained in the Credit Agreement or
         in any other Loan Document delivered pursuant to or in connection with
         the Credit Agreement was true and correct as of the date as of which it
         was made and is true and correct at and as of the date hereof (except
         to the extent of changes resulting from transactions contemplated or
         permitted by the Credit Agreement and the other Loan Documents and
         changes occurring in the ordinary course of business that singly or in
         the aggregate are not materially adverse, and to the extent that such
         representations and warranties relate expressly to an earlier date) and
         (d) no Default or Event of Default has occurred and is continuing.


*        Stated in Dollars, the amount must be $5,000,000 minimum, or any
         greater integral multiple of $1,000,000; maximum of one amount may be
         specified.
**       If a Eurocurrency Competitive Loan, not sooner than three Business Days
         from the date hereof.
***      From 7 to 90 days; a maximum of one Interest Period may be specified.
****     Last day of Interest Period, but in no event later than the Maturity
         Date.
*****    Specify rate of interest per annum (rounded to the nearest 1/1,000th of
         1%) for each applicable Interest Period.



                  [Remainder of page intentionally left blank.]



<PAGE>


                                      -4-




                                          Very truly yours,

                                          BORDERS GROUP, INC.
Dated:                                   By:
       -------------------------            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President & Chief
                                                Financial Officer


                                          BORDERS, INC.
                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President &
                                                Treasurer

                                          WALDEN BOOK COMPANY, INC.
                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President &
                                                Treasurer

                                          BGP (UK) LIMITED
                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Director






<PAGE>

                                                                      EXHIBIT  C


                     FORM OF REVOLVING CREDIT LOAN REQUEST

                             _________ ____, ______

PNC Bank, National Association
 as Administrative Agent
249 Fifth Avenue
Pittsburgh, Pennsylvania 152222-2707

         Re:    [REVOLVING CREDIT LOAN] [CONVERSION] [CONTINUATION] REQUEST
                UNDER MULTICURRENCY REVOLVING CREDIT AGREEMENT, DATED AS OF
                               ,2002
                ---------------

Ladies and Gentlemen:

         Reference is hereby made to that certain Multicurrency Revolving Credit
Agreement, dated as of June 21, 2002 (as the same may be amended and in effect
from time to time, the "Credit Agreement"), among Borders Group, Inc., Borders,
Inc., Walden Book Company, Inc., BGP (UK) Limited, Borders (UK) Limited and
Borders Australia Pty Ltd (each individually a "Borrower" and collectively, the
"Borrowers"), the lending institutions listed on Schedule 1 thereto, PNC Bank,
National Association, as administrative agent for itself and such other lending
institutions, Fleet National Bank, as syndication agent for itself and such
other lending institutions, Wachovia Bank, National Association, as
co-syndication agent for itself and such other lending institutions and Bank
One, NA (Main Office Chicago), as documentation agent for itself and such other
lending institutions. Capitalized terms which are used herein without definition
and which are defined in the Credit Agreement shall have the same meanings
herein as in the Credit Agreement.

         [Pursuant to ss. 2.1.2 of the Credit Agreement, the undersigned
Borrowers hereby request that a [Co-Borrower] [UK] [Australian] Loan denominated
in Dollars consisting of a [Base Rate Loan in the principal amount of $________]
[Eurocurrency Rate Loan in the principal amount of $________ with an Interest
Period commencing on ________ and maturing on __________ be made
on ____________ __, ____.]]1

         [Pursuant to ss. 2.1.2 and 2.10.1 of the Credit Agreement, the
undersigned Borrowers hereby request that a [Co-Borrower] [UK] [Australian]
Loan denominated in [Optional Currency] consisting of a Eurocurrency Rate Loan
in the principal amount of $___________ with an Interest Period commencing on
____________ and maturing on __________ be made on ____________ __, ____.]2

         [Pursuant to ss. 2.8 of the Credit Agreement, the undersigned Borrowers
hereby request that [Co-Borrower] [UK] [Australian] Loans denominated in Dollars
in the amount of $__________ which are currently [Base][Eurocurrency] Rate
Loans be [converted to] [continued as] [Base Rate Loans] [Eurocurrency Rate
Loans with an Interest Period of [7 days] [14 days][[l][2][3][6] months] on
____________ __, ____.]3


         The undersigned Borrowers understand that this request is irrevocable
and binding on the Borrowers and obligates the Borrowers to accept the requested
Revolving Credit Loan on

<PAGE>


                                      -2-


such date. This Loan Request constitutes a certification that the conditions
precedent set forth in [ss. 11 and (4) ss. 12 of the Credit Agreement to the
making of the Revolving Credit Loans requested hereby have been satisfied as of
the date hereof.

         The undersigned Borrowers hereby certify that (a) the Dollar Equivalent
of the aggregate outstanding principal amount of all Revolving Credit Loans,
Competitive Bid Loans, and Swingline Loans plus the LC Exposure on today's date
is $  , (b) the Dollar Equivalent of the aggregate outstanding principal amount
of all UK Loans, Australian Loans and the LC Exposure in respect of Letters of
Credit issued for the account of the UK Borrower or the Australian Borrower on
today's date is $  , (c) the proceeds of the requested Revolving Credit Loan
will be used in accordance with the provisions of the Credit Agreement, (d) each
of the representations and warranties contained in the Credit Agreement or in
any document or instrument delivered pursuant to or in connection therewith was
true as of the date as of which it was made and is true at and as of the date
hereof (except to the extent of changes resulting from transactions contemplated
or permitted by the Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse, and to the extent that such representations and
warranties related expressly to an earlier date) and (e) no Default or Event of
Default has occurred and is continuing.



(1) This language is to be used in case of any request for Revolving Credit
Loans denominated in Dollars pursuant to ss. 2.1.2 of the Credit Agreement.
(2) This language is to be used in case of any request for Revolving Credit
Loans denominated in an Optional Currency pursuant to ss. 2.1.2 and ss. 2.10.1
of the Credit Agreement.
(3) This language is to be used in case of any request to convert or continue a
Revolving Credit Loan pursuant to ss. 2.8 of the Credit Agreement.
(4) Denotes language to be included only in the request for the initial
Revolving Credit Loans.

                 [Remainder of page intentionally left blank.]

<PAGE>

                                      -3-



                                          Very truly yours,

                                          BORDERS GROUP, INC.*

                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President & Chief
                                                Financial Officer

                                          BORDERS, INC.*



                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President &
                                                Treasurer

                                          WALDEN BOOK COMPANY, INC.*



                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President &
                                                Treasurer

                                          BGP (UK) LIMITED*



                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Director

                                          BORDERS (UK) LIMITED**



                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Director

                                          BORDERS AUSTRALIA PTY LTD***


                                          By:
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Director


* In the case of Co-Borrower Loans Only
** In the case of UK Loans Only
*** In the case of Australian Loans Only



<PAGE>


                                                                       EXHIBIT D

                                     FORM OF
                             SWINGLINE LOAN REQUEST


PNC Bank, National Association
 as Administrative Agent
 and Swingline Lender
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Ladies and Gentlemen:

         In accordance with ss. 2.5.1 of that certain Multicurrency Revolving
Credit Agreement dated as of June 21, 2002, among Borders Group, Inc., Borders,
Inc., Walden Book Company, Inc., BGP (UK) Limited (each individually, a
"Co-Borrower" and collectively, the "Co-Borrowers"), Borders (UK) Limited and
Borders Australia Pty Ltd the lending institutions listed on Schedule 1 thereto,
PNC Bank, National Association, as administrative agent for itself and such
other lending institutions, Fleet National Bank, as syndication agent for itself
and such other lending institutions, Wachovia Bank, National Association, as
co-syndication agent for itself and such other lending institutions and Bank
One, NA (Main Office Chicago), as documentation agent for itself and such other
lending institutions (as amended and in effect from time to time, the "Credit
Agreement"), notice is hereby given of our intention to borrow a Swingline Loan,
in the principal amount of [$  ]*, on [Drawdown Date].

         The undersigned Co-Borrowers hereby certify (a) that the Dollar
Equivalent of the aggregate outstanding principal amount of all Revolving Credit
Loans, Competitive Bid Loans, and Swingline Loans plus the LC Exposure on
today's date is $  , (b) that the proceeds of the requested Swingline Loan will
be used in accordance with the provisions of the Credit Agreement, (c) that each
of the representations and warranties contained in the Credit Agreement or in
any document or instrument delivered pursuant to or in connection therewith was
true as of the date as of which it was made and is true at and as of the date
hereof (except to the extent of changes resulting from transactions contemplated
or permitted by the Credit Agreement and the other Loan Documents and changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse, and to the extent that such representations and
warranties related expressly to an earlier date) and (d) that no Default or
Event of Default has occurred and is continuing.



                                          Very truly yours,

                                          BORDERS GROUP, INC.




                                          By: /s/ Edward W. Wilhelm
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Senior Vice President & Chief
                                                   Financial Officer




<PAGE>






                                      -2-


                                          BORDERS, INC.



                                          By: /s/ Edward W. Wilhelm
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title:  Senior Vice President &
                                                  Treasurer

                                          WALDEN BOOK COMPANY, INC.



                                          By: /s/ Edward W. Wilhelm
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title:  Senior Vice President &
                                                  Treasurer


                                          BGP (UK) LIMITED



                                          By: /s/ Edward W. Wilhelm
                                            -----------------------------------
                                            Name: Edward W. Wilhelm
                                            Title: Director


* Amount equal to $500,000 minimum, or a multiple of $100,000 in excess thereof;
aggregate outstanding principal amount of Swingline Loans must not exceed
$25,000,000.



<PAGE>


                                                                       EXHIBIT E

                         FORM OF COMPLIANCE CERTIFICATE

                                                [             200  ]
                                                 ------  ----,   --

To: Each of the Lenders party
to the Credit Agreement
(as defined below)

Re:   Compliance Certificate for the Period Ended [         ]

 Ladies and Gentlemen:

         Pursuant to the Multicurrency Revolving Credit Agreement dated as of
June 21, 2002 (as amended and in effect from time to time, the "Credit
Agreement"), by and among Borders Group, Inc. ("BGI"), Borders, Inc., Walden
Book Company, Inc., BGP (UK) Limited, Borders (UK) Limited and Borders Australia
Pty Ltd (each individually, a "Borrower" and together with BGI, the
"Borrowers"), the lending institutions listed on Schedule 1 thereto (the
"Lenders"), PNC Bank, National Association, as administrative agent for itself
and such other lending institutions, Fleet National Bank, as syndication agent
for itself and such other lending institutions, Wachovia Bank, National
Association, as co-syndication agent for itself and such other lending
institutions and Bank One, NA (Main Office Chicago) as documentation agent for
itself and such other lending institutions, the undersigned principal financial
or accounting officer of BGI hereby certifies that (a) the information furnished
below in this report was true and correct as of the last day of the fiscal
quarter ending [ ], (b) as of the date hereof, no Default or Event of Default
under the Credit Agreement has occurred and is continuing, (c) the [quarterly]
[annual] financial statements delivered to the Lenders herewith were prepared in
accordance with GAAP and in compliance with ss. ss. 8.4 and 10 of the Credit
Agreement and (d) the representations and warranties set forth in ss. 7 of the
Credit Agreement are true and correct as of the date hereof (except to the
extent of changes resulting from transactions contemplated or permitted by the
Credit Agreement and the other Loan Documents and changes occurring in the
ordinary course of business that singly or in the aggregate are not materially
adverse, and to the extent that such representations and warranties related
expressly to an earlier date).

         Except as otherwise specified in this report, the capitalized terms
 used herein shall have the meanings ascribed to such terms in the Credit
 Agreement.

                                          BORDERS GROUP, INC.

                                          By:
                                            -----------------------------------
                                            Name:
                                            Title:


<PAGE>



                        Compliance Certificate Worksheet


A.  ss. 10.1 FIXED CHARGE COVERAGE RATIO


Ratio of Consolidated Operating Cash Flow to Consolidated Fixed Charges for the
Reference Period ended
                       --------------

1.  CONSOLIDATED OPERATING CASH FLOW

(a) Consolidated EBITDA

    (i)    Consolidated Net Income of BGI and its Subsidiaries
           for such period                                     $
                                                                ----------------


    Excluding: (x) all extraordinary non-recurring items of income, but not
    losses (except to the extent such extraordinary losses are offset by such
    extraordinary income), (y) income or loss of any Joint Venture to which BGI
    or any of its Subsidiaries is a party) and (z) any losses attributable to
    the use of a fair value methodology for recognition and measurement of
    impairment of goodwill not identified with impaired assets in accordance
    with Accounting Principles Board Opinion No. 142




    (ii) depreciation and amortization for such period         $
                                                                ----------------

    (iii) income tax expense for such period                   $
                                                                ----------------

    (iv) Consolidated Total Interest Expense paid or
         accrued during such period                            $
                                                                ----------------

    (v)  Sum of A(1)(a)(i) plus A(1)(a)(ii) plus A(1)(a)(iii)
         plus A(1)(a)(iv)                                      $
                                                                ----------------


(b) Rent Expense                                               $
                                                                ----------------

(c) Lease Financing Rent Expense                               $
                                                                ----------------

(d) Sum of A(1)(a)(v) plus A(1)(b) plus A(1)(c)                $
                                                                ----------------

2.  CONSOLIDATED FIXED CHARGES

(a) Consolidated Total Interest Expense                        $
                                                                ----------------

(b) Rent Expense                                               $
                                                                ----------------

(c) Lease Financing Rent Expense                               $
                                                                ----------------


<PAGE>


                                      -2-


(c) Scheduled repayments of principal during such period in respect of
    Indebtedness that becomes due and payable or that are to become due and
    payable during such period pursuant to any agreement or instrument to which
    any Borrower or any of its Subsidiaries is a party relating to:

    (i)  the borrowing of money or obtaining of credit,
         including the issuance of notes and bonds              $
                                                                ----------------

    (ii) the deferred purchase price of assets (other
         than trade payables incurred in the ordinary course
         of business)                                           $
                                                                ----------------

    (iii) in respect of any Capitalized Leases                  $
                                                                ----------------

    (iv) Indebtedness of a type referred to in A(2)(c)(i),
         A(2)(c)(ii) or A(2)(c)(iii) of another Person
         guaranteed by BGI or any of its Subsidiaries           $
                                                                ----------------

(d) Sum, without duplication, of A(2)(a) plus A(2)(b)
    plus A(2)(c)(i) plus A(2)(c)(ii) plus A(2)(c)(m) plus
    A(2)(c)(iv)                                                 $
                                                                ----------------

3.  FIXED CHARGE COVERAGE RATIO

(a) Ratio of A(1)(d) to A(2)(d)                                          :1.0
                                                                 --------

MINIMUM:

<TABLE>
<CAPTION>

                 Period                          Ratio
                 ------                          -----
<S>                                              <C>
                 FQ4 2001 - FQ4 2002             1.6:1.0
                 FQ12002  - thereafter           1.7:1.0
</TABLE>

                                                COMPLIANCE: YES         /NO
                                                                -----     -----


<PAGE>



                                      -3-

B.       ss. 10.2 LEVERAGE RATIO

Ratio of Consolidated Funded Debt to Consolidated EBITDA

 1.      CONSOLIDATED TOTAL FUNDED DEBT OUTSTANDING ON
                                                       -----------

(a)      aggregate amount of Indebtedness of BGI
         and its Subsidiaries, on a consolidated basis, relating
         to or in respect of:

         (i)   the borrowing of money or the obtaining of
               credit, including the issuance of notes or
               bonds but excluding letters of credit
               outstanding                                      $
                                                                ----------------


         (ii)  the deferred purchase price of assets (other
               than  trade payables incurred in the ordinary
               course of business)                              $
                                                                ----------------

         (iii) any Synthetic Leases or any Capitalized Leases   $
                                                                ----------------

(b)      Indebtedness of the type referred to in B(l)(a)(i),
         B(l)(a)(ii) or (B)(l)(a)(iii) of another Person
         guaranteed by any Borrower or any of its
         Subsidiaries                                           $
                                                                ----------------

(c)      Sum of B(1)(a)(i) plus B(1)(a)(ii) plus B(1)(a)(iii)
         plus B(1)(b)                                           $
                                                                ----------------

2.       CONSOLIDATED EBITDA FOR THE REFERENCE PERIOD ENDING ON SUCH DATE


(a)      Item A(1)(d)                                           $
                                                                ----------------

3.       LEVERAGE RATIO

(a)      Ratio of B(1)(c) to B(2)(a)                                    :1.0
                                                                --------

MAXIMUM:   1.5:1.0


                                                 COMPLIANCE: YES      /NO
                                                               -----     ------


<PAGE>



                                      -4-

C.      ss. 10.3 CONSOLIDATED TANGIBLE NET WORTH



1.       Consolidated Total Assets                              $
                                                                ----------------

2.       Consolidated Total Liabilities                         $
                                                                ----------------

3.       Total book value of intangible assets                  $
                                                                ----------------

4.       Write-ups in book value of assets after
         Balance Sheet Date (excluding adjustments
         on account of FASB No. 52)                             $
                                                                ----------------

5.       Subscriptions receivable                               $
                                                                ----------------

6.       C(1) minus C(2) minus the sum of
         C(3) plus C(4) plus C(5)                               $
                                                                ----------------

MINIMUM:

Sum of $800,000,000 plus:

(a)      on a cumulative basis, 50% of positive
         Consolidated Net Income for each Fiscal
         Year subsequent to the Closing Date                    $
                                                                ----------------

(b)      100% of the proceeds of any sale by the Borrowers
         of (i) equity securities issued by any Borrower or
         (ii) warrants or subscription rights for equity
         securities issued by any Borrower                      $
                                                                ----------------

(c)      Total                                                  $
                                                                ----------------


                                                 COMPLIANCE: YES      /NO
                                                               -----     ------

<PAGE>

                                      -5-

D.       ss. 10.4 CAPITAL EXPENDITURES

1.      aggregate Capital Expenditures of the
        Borrowers and their Subsidiaries for Fiscal Year          $
                                                        -----      ------------

(a)      MAXIMUM:
<TABLE>
<CAPTION>

                  Fiscal Year                         Amount
                  -----------                         ------
<S>                                                <C>
                  Fiscal Year 2002                 $150,000,000
                  Fiscal Year 2003                 $158,000,000
                  Fiscal Year 2004                 $148,000,000
                  Fiscal Year 2005                 $139,000,000
</TABLE>

2.       NET WORKING CAPITAL CHANGES FOR FISCAL PERIOD ENDING
                                                              ------

(a)      With respect to BGI and its Subsidiaries, for such period
         and without duplication:

         (i)   billed and unbilled Accounts Receivable for
               such period                                      $
                                                                ----------------

         (ii)  inventory of BGI and its Subsidiaries and
               other current assets considered part of working
               capital in accordance with GAAP for such period  $
                                                                ----------------
         (iii) current accounts payable of BGI and its
               Subsidiaries for such period                     $
                                                                ----------------

         (iv)  current accruals and accretions (exclusive
               of interest accruals and accretions) for
               such period                                      $
                                                                ----------------

         (v)   Sum of D(2)(a)(i) plus D(2)(a)(ii) minus
               D(2)(a)(Z) minus D(2)(a)(iv)


(b)      With respect to BGI and its Subsidiaries, for the
         fiscal period of equal duration immediately prior to
         such period in D(2)(a) and without duplication:

         (i)   billed and unbilled Accounts Receivable for
               such prior period                                $
                                                                ----------------

         (ii)  inventory of BGI and its Subsidiaries and
               other current assets considered part of
               working capital in accordance with GAAP for
               such prior period                                $
                                                                ----------------




<PAGE>





                                      -6-

         (iii) current accounts payable of BGI and its
               Subsidiaries for such prior period               $
                                                                ----------------

         (iv)  current accruals and accretions (exclusive
               of interest accruals and accretions) for
               such prior period                                $
                                                                ----------------

         (v)   Sum of D(2)(b)(i) plus D(2)(b)(ii) minus
               D(2)(b)(iii) minus D(2)(b)(iv)                   $
                                                                ----------------

(c)      D(2)(a)(v) minus D(2)(b)(v) (expressed as a
         positive or a negative number)                         $
                                                                ----------------

3.       CONSOLIDATED EXCESS CASH FLOW FOR FISCAL YEAR
                                                       ----

(a)      Consolidated EBITDA for such period
         (See A(1)(d))                                          $
                                                                ----------------

(b)      in-flows resulting from Net Working Capital
         Changes for such period (if applicable)                $
                                                                ----------------

(c)      out-flows resulting from Net Working Capital
         Changes for such period (if applicable)                $
                                                                ----------------

(d)      Capital Expenditures (to the extent not already
         deducted in the determination of Consolidated
         EBITDA)                                                $
                                                                ----------------

(e)      any Restricted Payment Amount for such period          $
                                                                ----------------

(f)      cash payments for all taxes paid during such period    $
                                                                ----------------

(g)      mandatory prepayments (whether scheduled or
         otherwise) of principal on any Indebtedness of BGI
         or any of its Subsidiaries paid or due and
         payable during such period                             $
                                                                ----------------

(h)      Sum of D(3)(a) plus D(3)(b) minus the sum of
         D(3)(c) plus D(3)(e) plus D(3)(f) plus D(3)(g)         $
                                                                ----------------



<PAGE>



                                      -7-


4.       PERMITTED AMOUNT OF INCREASE IN CAPITAL EXPENDITURES

(a)      Consolidated Excess Cash Flow for
         immediately preceding Fiscal Year
         D(3)(h)                                                $
                                                                ----------------

(b)      Multiply D(2)(a) by 0.25                               $
                                                                ----------------

(c)      Sum of amount for current Fiscal Year in table
         in D(l)(a) plus D(4)(b)                                $
                                                                ----------------
5.       PERMITTED ROLL-OVER

(a)      Amount of D(4)(c) not utilized in such Fiscal Year     $
                                                                ----------------

(b)      Multiply D(4)(c) by .50                                $
                                                                ----------------

(c)      Lesser of D(5)(a) and D(5)(b)                          $
                                                                ----------------

D(S)(c) may be utilized in the next succeeding Fiscal Year (prior to the
Permitted Amount for such succeeding Fiscal Year being used) but not in any
subsequent Fiscal Year.

(d)        Maximum Capital Expenditures for such Fiscal Year
           Sum of D(4)(c) plus D(5)(c)                          $
                                                                ----------------

                                                 COMPLIANCE: YES      /NO
                                                               ----      ----


<PAGE>

                                      -8-

E.       OBLIGOR GROUP REQUIREMENT

1.       CONSOLIDATED FREE CASH FLOW FOR REFERENCE PERIOD
                                                          ----------

(a)      of Obligor Group

         (i)      net cash provided by operations for such
                  period                                        $
                                                                ----------------

         (ii)     Capital Expenditures during such period       $
                                                                ----------------

         (iii)    E(l)(a)(ii) minus E(l)(a)(ii)                 $
                                                                ----------------

(b)      of BGI and its Subsidiaries

         (i)      net cash provided by operations for such
                  period                                        $
                                                                ----------------

         (ii)     Capital Expenditures during such period       $
                                                                ----------------

         (iii)    E(1)(b)(i) minus E(1)(b)(ii)                  $
                                                                ----------------

(c)      Multiply E(1)(b)(iii) by 0.85                          $
                                                                ----------------

E(1)(a)(iii) must not be less than E(1)(c) for such Reference Period.


                                              COMPLIANCE: YES       /NO
                                                             ----       ----

<PAGE>
                                                                       EXHIBIT F

                           ASSIGNMENT AND ACCEPTANCE

                       Dated as of _________ _____, 20__

         Reference is made to the Multicurrency Revolving Credit Agreement,
dated as of June 21,2002 (as from time to time amended and in effect, the
"Credit Agreement"), by and among Borders Group, Inc. ("BGI"), Borders, Inc.,
Walden Book Company, Inc., BGP (UK) Limited, Borders (UK) Limited and Borders
Australia Pty Ltd (each individually a "Borrower" and together with BGI, the
"Borrowers"), the lending institutions referred to therein as Lenders
(collectively, the "Lenders"), PNC Bank, National Association, as administrative
agent for itself and such other the Lenders (in such capacity, the
"Administrative Agent"), Fleet National Bank, as syndication agent for itself
and such other Lenders (in such capacity, the "Syndication Agent"), Wachovia
Bank, National Association, as co-syndication agent for itself and such other
Lenders and Bank One, NA (Main Office Chicago), as documentation agent for
itself and such other Lenders. Capitalized terms used herein and not otherwise
defined shall have the meanings assigned to such terms in the Credit Agreement.

         [_________] (the "Assignor") and [_________] (the "Assignee") hereby
agree as follows:

         1. ASSIGNMENT. Subject to the terms and conditions of this Assignment
and Acceptance, the Assignor hereby sells and assigns to the Assignee, and the
Assignee hereby purchases and assumes without recourse to the Assignor, a
[$_________] interest in and to the rights, benefits, indemnities and
obligations of the Assignor under the Credit Agreement equal to [______] percent
[(_____%)] in respect of the Total Commitment immediately prior to the Effective
Date (as hereinafter defined).

         2. ASSIGNOR'S REPRESENTATIONS. The Assignor (a) represents and warrants
that (i) it is legally authorized to enter into this Assignment and Acceptance,
(ii) as of the date hereof, its Commitment is [$_________], its Commitment
Percentage is [_________] percent (_____)%, the Dollar Equivalent of the
aggregate outstanding principal balance of its Domestic Loans equals
$[_________], the Dollar Equivalent of the aggregate outstanding principal
balance of its UK Loans equals $[_________], the Dollar Equivalent of the
aggregate outstanding principal balance of its Australian Loans equals
$[_________], the Dollar Equivalent of the aggregate outstanding principal
balance of its [participations in] Swingline Loans equals [$_________], the
Dollar Equivalent of the aggregate outstanding principal balance of its
Competitive Bid Loans equals [$_________], the Dollar Equivalent of the
aggregate amount of its Letter of Credit Participations equals [$_________] (in
each case after giving effect to the assignment contemplated hereby but without
giving effect to any contemplated assignments which have not yet become
effective), and (iii) immediately after giving effect to all assignments which
have not yet become effective, the Assignor's Commitment Percentage will be
sufficient to give effect to this Assignment and Acceptance, (b) makes no
representation or warranty, express or implied, and assumes no responsibility
with respect to any statements, warranties or representations made in or in
connection with the Credit Agreement or any of the other


<PAGE>

                                      -2-


Loan Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant thereto or the
attachment, perfection or priority of any security interest or mortgage, other
than that it is the legal and beneficial owner of the interest being assigned by
it hereunder free and clear of any claim or encumbrance; (c) makes no
representation or warranty and assumes no responsibility with respect to the
financial condition of any of the Borrowers or any of their Subsidiaries or any
other Person primarily or secondarily liable in respect of any of the
Obligations, or the performance or observance by any of the Borrowers or any of
their Subsidiaries or any other Person primarily or secondarily liable in
respect of any of the Obligations of any of its obligations under the Credit
Agreement or any of the other Loan Documents or any other instrument or document
delivered or executed pursuant thereto; and (d) attaches hereto the Co-Borrower
Note, the UK Note, the Australian Note [and the Competitive Bid Note] [if
assigning 100% of its interests under the Credit Agreement] delivered to it
under the Credit Agreement.

         The Assignor requests that the Borrowers exchange the Assignor's
Domestic Note, UK Note and Australian Note for new Co-Borrower Note(s), UK
Note(s) and Australian Note(s) payable to the Assignor and the Assignee and
issue a new Competitive Bid Note payable to the Assignee as follows:

<TABLE>
<CAPTION>
                         Amount of          Amount of        Amount of          Amount of
Notes Payable to        Co-Borrower            UK           Australian         Competitive
the Order of:              Note:              Note:            Note:            Bid Note:
-------------              -----              -----            -----            ---------
<S>                   <C>                   <C>             <C>                 <C>
Assignor              $                     $                $                  N/A
Assignee              $                     $                $                  $75,000,000
</TABLE>

         3. ASSIGNEE'S REPRESENTATIONS. The Assignee (a) represents and warrants
that (i) it is duly and legally authorized to enter into this Assignment and
Acceptance, (ii) the execution, delivery and performance of this assignment and
acceptance do not conflict with any provision of law or of the charter or
by-laws of the Assignee, or of any agreement binding on the Assignee, (iii) all
acts, conditions and things required to be done and performed and to have
occurred prior to the execution, delivery and performance of this Assignment and
Acceptance, and to render the same the legal, valid and binding obligation of
the Assignee, enforceable against it in accordance with its terms, have been
done and performed and have occurred in due and strict compliance with all
applicable laws; (b) confirms that it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements
delivered pursuant to ss. ss. 7.4 and 8.4 thereof and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (c) agrees that it will,
independently and without reliance upon the Assignor, any 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 decisions in taking or not taking
action under the Credit Agreement; (d) represents and

<PAGE>

                                      -3-


warrants that it is an Eligible Assignee; (e) appoints and authorizes each Bank
Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Loan Documents as are delegated to such
Bank Agent by the terms thereof, together with such powers as are reasonably
incidental thereto; (f) agrees that it will perform in accordance with their
terms all the obligations which by the terms of the Credit Agreement are
required to be performed by it as a Lender; and (g) acknowledges that it has
made arrangements with the Assignor satisfactory to the Assignee with respect to
its pro rata share of Letter of Credit Fees in respect of outstanding Letters of
Credit; and (h) if it is a Non-U.S. Lender, has delivered to the Borrowers and
the Administrative Agent any documentation required to be delivered by it
pursuant to ss. 55.3.3 of the Credit Agreement, duly completed and executed by
the Assignee.

         4. EFFECTIVE DATE. The effective date for this Assignment and
Acceptance shall be [_________] (the "Effective Date"). Following the execution
of this Assignment and Acceptance and the consent of the Syndication Agent and,
so long as no Default or Event of Default has occurred and is continuing, BGI in
accordance with ss. 15.2 of the Credit Agreement having been obtained, each
party hereto shall deliver its duly executed counterpart hereof to the
Administrative Agent for acceptance by the Administrative Agent and recording
in the Register by the Administrative Agent together with the processing and
recordation fee and, if the Assignee is not a Lender, an Administrative
Questionnaire. Schedules 1, 1(a) and 1(b) to the Credit Agreement, as
applicable, shall thereupon be replaced as of the Effective Date by the
Schedules 1, 1(a) and 1(b) as applicable, annexed hereto.

         5. RIGHTS UNDER CREDIT AGREEMENT. Upon such acceptance and recording,
from and after the Effective Date, (a) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations of a Lender thereunder, and (b) the Assignor
shall, with respect to that portion of its interest under the Credit Agreement
assigned hereunder, relinquish its rights and be released from its obligations
under the Credit Agreement; provided, however, that the Assignor shall continue
to be entitled to the benefits of ss. ss. 5.3.2, 5.7, 5.8, 5.10 and 16.3 of the
Credit Agreement with respect to facts and circumstances occurring prior to the
Effective Date.

         6. PAYMENTS. Upon such acceptance of this Assignment and Acceptance by
the Administrative Agent and such recording, from and after the Effective Date,
the Administrative Agent shall make all payments in respect of the rights and
interests assigned hereby (including payments of principal, interest, fees and
other amounts) to the Assignee. The Assignor and the Assignee shall make any
appropriate adjustments in payments for periods prior to the Effective Date by
the Administrative Agent or with respect to the making of this assignment
directly between themselves.

         7. GOVERNING LAW. THIS ASSIGNMENT AND ACCEPTANCE IS INTENDED TO TAKE
EFFECT AS A SEALED INSTRUMENT TO BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS (WITHOUT REFERENCE TO
CONFLICT OF LAWS).



<PAGE>

                                      -4-


         8. COUNTERPARTS, ETC. This Assignment and Acceptance may be executed in
any number of counterparts which shall together constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page of this
Assignment and Acceptance by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Acceptance.


                  [Remainder of page intentionally left blank.]


<PAGE>
                                      -5-


         IN WITNESS WHEREOF, intending to be legally bound, each of the
undersigned has caused this Assignment and Acceptance to be executed on its
behalf by its officer thereunto duly authorized, as of the date first above
written.
                                     [ASSIGNOR]


                                     By: ______________________________
                                         Name:
                                         Title:

                                     [ASSIGNEE]



                                     By: ______________________________
                                         Name:
                                         Title:
CONSENTED TO:

FLEET NATIONAL BANK,
as Syndication Agent


By:______________________________
   Name:
   Title:



BORDERS GROUP, INC.


By:______________________________
   Name:  Edward W. Wilhelm
   Title: Senior Vice President &
          Chief Financial Officer


<PAGE>


                                                                     EXHIBIT G-l

               FORM OF JOINDER AGREEMENT (CO-BORROWER/GUARANTOR)

                        Dated as of ________ ____, 200_


PNC Bank, National Association,
  as Administrative Agent
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Fleet National Bank,
  as Syndication Agent
100 Federal Street
Boston, Massachusetts 02110

Ladies and Gentlemen:

         Reference is hereby made to the Multicurrency Revolving Credit
Agreement dated as of June 21, 2002 ( as amended and in effect from time to
time, the "Credit Agreement"), among (a) Borders Group, Inc. ("BGI"), Borders,
Inc. ("Borders"), Walden Book Company, Inc. ("Walden"), BGP (UK) Limited ("BGP
(UK) and together with BGI, Borders and Walden, the "Existing Co-Borrowers"),
(b) Borders (UK) Limited (the "UK Borrower"), (c) Borders Australia Pty Ltd (the
"Australian Borrower" and together with the Existing Co-Borrowers and the UK
Borrower, the "Existing Borrowers" ), (d) the lending institutions listed on
Schedule 1 thereto, (e) PNC Bank, National Association, as administrative agent
(in such capacity, the "Administrative Agent") for itself and such other lending
institutions, (f) Fleet National Bank, as syndication agent (in such capacity,
"Syndication Agent" and together with the Administrative Agent, the "Bank
Agents") for itself and such other lending institutions, (g) Wachovia Bank,
National Association, as co-syndication agent for itself and such other lending
institutions and (h) Bank One, NA (Main Office Chicago), as documentation agent
for itself and such other lending institutions. All capitalized terms used
herein without definitions shall have the meanings given such terms in the
Credit Agreement.

         1. JOINDER TO CREDIT AGREEMENT [AND OTHER LOAN DOCUMENTS](1).

                  [The undersigned, [INSERT NEW CO-BORROWER], a [Insert
jurisdiction of organization] [insert type of entity] (the "New
Co-Borrower,"together with the Existing Co-Borrowers, the "Co-Borrowers" and
together with the Existing Borrowers, the "Borrowers"), hereby joins the Credit
Agreement and the Loan Documents and agrees to become a Borrower and a Guarantor
under the Credit

<PAGE>
                                      -2-



Agreement and to comply with and be bound by all of the terms, conditions and
covenants of the Credit Agreement and Loan Documents. Without limiting the
generality of the preceding sentence, the undersigned agrees that it shall be
jointly and severally liable, together with the Co-Borrowers, for the payment
and performance of all Obligations under the Credit Agreement as supplemented
hereby and that it shall be bound by and shall comply with all terms and
conditions of 56 of the Credit Agreement and that it is jointly and severally
liable with all of the Guarantors for the payment and performance of all
Guaranteed Obligations under the Credit Agreement. Concurrently with the
execution of this Joinder Agreement, the undersigned has executed an allonge to
each of the Co-Borrower Notes, the Swingline Note and the Competitive Bid Notes
(the "Notes") and agrees to be bound thereby as if it had been a party to such
Note from the Closing Date.](1)

[The undersigned, [INSERT NEW GUARANTOR], a [Insert jurisdiction of
organization] [insert type of entity] (the "New Guarantor" and, together with
each Guarantor party to the Credit Agreement as of the date hereof, the
"Guarantors"), hereby joins the Credit Agreement and becomes a party thereto for
the purposes of 56 thereof. The undersigned further covenants and agrees that by
its execution hereof it shall be bound by and shall comply with all terms and
conditions of 36 of the Credit Agreement and that it is jointly and severally
liable with all of the Guarantors for the payment and performance of all
Guaranteed Obligations under the Credit Agreement.](2)

         2. [NEW CO-BORROWER'S/NEW GUARANTOR'S](3) REPRESENTATIONS AND
            WARRANTIES.

         The undersigned hereby acknowledges, and represents and warrants, the
following:

         (a) it is a [insert type of entity] [incorporated/formed] on or prior
         to the date hereof;

         (b) it is a [Wholly-owned Subsidiary] of BGI;

         (c) its chief executive office and principal place of business is
         located at 100 Phoenix Drive, Ann Arbor, Michigan, USA 48108;

         (d) its books and records are kept at its chief executive office and
         principal place of business;

         (e) no provision of its Governing Documents prohibits the undersigned
         from making distributions to the Borrowers;

         (f) it is capable of complying with and is in compliance with all of
         the provisions of the Credit Agreement and the Loan Documents
         applicable to it;

         [(g) each of the representations and warranties set forth in ss. 7 of
         the Credit Agreement is true and correct in all material respects with
         respect to the


<PAGE>

                                      -3-


         undersigned as of the date hereof (except to the extent of changes
         resulting from transactions contemplated or permitted by the Credit
         Agreement and changes occurring in the ordinary course of business that
         singly or in the aggregate are not materially adverse, and except to
         the extent that such representations and warranties relate expressly to
         an earlier date)](1);

         (h) it is a condition precedent to the Lenders' making any additional
         loans or otherwise extending credit to the Borrowers under the Credit
         Agreement that the New Co-Borrower execute and deliver to the Bank
         Agents, for the benefit of the Lenders and the Bank Agents, this
         Joinder Agreement;[and](l)

         [(i) upon execution of this agreement, the undersigned New Co-Borrower
         shall be be jointly and severally liable, together with the
         Co-Borrowers, for the payment and performance of all of the Obligations
         under the Credit Agreement as supplemented hereby and shall guarantee
         the full and prompt payment and performance of the Guaranteed
         Obligations.](1)

         [(j) the financial success of the undersigned is expected to depend in
         whole or in part upon the financial success of the Borrowers;](2)

         [(k) it will receive substantial direct and indirect benefits from the
         Lenders' extensions of credit to the Borrowers pursuant to the Credit
         Agreement; and](2)

         [(l) it wishes to become a party to the Credit Agreement for the
         purposes of becoming a Guarantor under ss. 6 thereto and to guarantee
         the full and prompt payment and performance of the Guaranteed
         Obligations.](2)

         3. Delivery of Documents.

         The undersigned hereby agrees that the following documents shall be
delivered to the Bank Agents concurrently with this Joinder Agreement, each in
form and substance satisfactory to the Bank Agents:

     [a. executed original Allonge to [each of the Co-Borrower Notes, the
         Swingline Note and the Competitive Bid Notes (each a "Note Allonge"
         and together, the "Note Allonges") which has been executed by the New
         Co-Borrower, who thereby agrees to be bound thereby as if it had been
         a signatory to said Notes from the Closing Date.]1

     b.  a new legal opinion of [Dickinson Wright PLLC, counsel to the
         Borrowers and their Subsidiaries] [ ___________________, local counsel
         to the [New Co-Borrower/New Guarantor](3), as to the legal, valid and
         binding nature of the Credit Agreement [and the other Loan
         Documents](1), as supplemented hereby, with respect to the [New
         Co-Borrower/New Guarantor](3);

<PAGE>

                                      -4-


     c.   copies, certified by a duly authorized officer of the undersigned to
          be true and complete as of the date hereof, of each of (i) the charter
          or other formation documents of the undersigned as in effect on the
          date hereof, (ii) the by-laws or other constitutive documents of the
          undersigned as in effect on the date hereof, (iii) the resolutions of
          the Board of Directors or a committee or similar governing entity of
          the undersigned authorizing the execution and delivery of this Joinder
          Agreement, the other documents executed in connection herewith and the
          undersigned's performance of all of the transactions contemplated
          hereby, and (iv) an incumbency certificate giving the name and bearing
          a specimen signature of each individual who shall be authorized to
          sign, in the undersigned's name and on its behalf, each of this
          Joinder Agreement, [the Note Allonges and the other Loan Documents,
          any Loan Request](1), and to give notices and to take other action on
          its behalf under Credit Agreement [and the other Loan Documents](1);

     d.   certificates of the Secretary of State of [Insert jurisdiction of
          organization] of a recent date as to the undersigned's good standing,
          valid existence and tax payment status;

     e.   certificate(s) of an appropriate official of [Insert jurisdiction(s)]
          of a recent date as to the undersigned's foreign qualification to do
          business in such jurisdiction(s); and

     f.   such other documents as the Bank Agents may reasonably request.

               [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK.]

     (1)  To be included in the joinder of any New Co-Borrower.
     (2)  To be included in the joinder of any New Guarantor which is not a
          Borrower.
     (3)  As applicable.




<PAGE>

                                                                     EXHIBIT G-2

                            FORM OF JOINDER AGREEMENT
                       (UK BORROWER/AUSTRALIAN BORROWER)


                        Dated as of ________ ____, 200_

PNC Bank, National Association,
  as Administrative Agent
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707

Fleet National Bank,
  as Syndication Agent
100 Federal Street
Boston, Massachusetts 02110

Ladies and Gentlemen:

         Reference is hereby made to the Multicurrency Revolving Credit
Agreement dated as of June 21, 2002 (as amended and in effect from time to time,
the "Credit Agreement"), among (a) Borders Group, Inc. ("BGI"), Borders, Inc.
("Borders"), Walden Book Company, Inc. ("Walden"), BGP (UK) Limited ("BGP (UK)
and together with BGI, Borders and Walden, the "Co-Borrowers"), (b) Borders (UK)
Limited (the "[Existing](1) UK Borrower"), (c) Borders Australia Pty Ltd (the
"[Existing](2) Australian Borrower" and together with the Co-Borrowers and the
[Existing](1) UK Borrower, the "Existing Borrowers"), (d) the lending
institutions listed on Schedule 1 thereto, (e) PNC Bank, National Association,
as administrative agent (in such capacity, the "Administrative Agent") for
itself and such other lending institutions, (f) Fleet National Bank, as
syndication agent (in such capacity, "Syndication Agent" and together with the
Administrative Agent, the "Bank Agents") for itself and such other lending
institutions, (g) Wachovia Bank, National Association, as co-syndication agent
for itself and such other lending institutions and (h) Bank One, NA (Main
Office Chicago), as documentation agent for itself and such other lending
institutions. All capitalized terms used herein without definitions shall have
the meanings given such terms in the Credit Agreement.

         1. JOINDER TO CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS.

                  [The undersigned, [INSERT NEW UK BORROWER], a [Insert
jurisdiction of organization] [insert type of entity] (the "New UK Borrower"
and, together with the Existing UK Borrower, the "UK Borrowers"), hereby joins
the Credit Agreement and the Loan Documents and agrees to become a UK Borrower
under the Credit Agreement and to comply with and be bound by all of the terms,
conditions and covenants of the Credit Agreement and Loan Documents. Without
limiting the generality of the preceding sentence, the undersigned


                                      -2-

<PAGE>

agrees that, subject to the limitations set forth in ss. 5.17 of the Credit
Agreement, it shall be jointly and severally liable, together with the Existing
UK Borrower, for the payment and performance of all the UK Obligations under the
Credit Agreement as supplemented hereby. Concurrently with the execution of this
Joinder Agreement, the undersigned has executed an allonge to each of the UK
Borrower Notes (the "Notes") and agrees to be bound thereby as if it had been a
party to such Notes from the Closing Date. [The New UK Borrower further
covenants and agrees that by its execution hereof it shall be bound by and shall
comply with all terms and conditions of ss. 6 of the Credit Agreement and that
it is jointly and severally liable with the Existing UK Borrower for the payment
and performance of all Australian Guaranteed Obligations under the Credit
Agreement.](3) All references in the Credit Agreement to the "UK Borrower"
shall include the New UK Borrower mutatis mutandis so as to reflect the addition
of a UK Borrower.(1)

[The undersigned, [INSERT NEW AUSTRALIAN BORROWER], a [Insert jurisdiction of
organization] [insert type of entity] (the "New Australian Borrower" and,
together with the Existing Australian Borrower, the "Australian Borrowers"),
hereby joins the Credit Agreement and the Loan Documents and agrees to become an
Australian Borrower under the Credit Agreement and to comply with and be bound
by all of the terms, conditions and covenants of the Credit Agreement and Loan
Documents. Without limiting the generality of the preceding sentence, the
undersigned agrees that, subject to the limitations set forth in ss. 55.17 of
the Credit Agreement, it shall be jointly and severally liable, together with
the Existing Australian Borrower, for the payment and performance of all the
Australian Obligations under the Credit Agreement as supplemented hereby.
Concurrently with the execution of this Joinder Agreement, the undersigned has
executed an allonge to each of the Australian Borrower Notes (the "Notes") and
agrees to be bound thereby as if it had been a party to such Notes from the
Closing Date. [The New Australian Borrower further covenants and agrees that by
its execution hereof it shall be bound by and shall comply with all terms and
conditions of ss. 6 of the Credit Agreement and that it is jointly and
severally liable with the Existing Australian Borrower for the payment and
performance of all UK Guaranteed Obligations under the Credit Agreement.](4)
All references in the Credit Agreement to the "Australian Borrower" shall
include the New Australian Borrower mutatis mutandis so as to reflect the
addition of an Australian Borrower.](2)

[Notwithstanding the foregoing and anything contained in the Credit Agreement to
the contrary, the New UK Borrower shall not be jointly and severally liable with
the Existing UK Borrower for the payment and performance of the Australian
Guaranteed Obligations under the Credit Agreement.](5)

[Notwithstanding the foregoing and anything contained in the Credit Agreement to
the contrary, the New Australian Borrower shall not be jointly and severally
liable with the Existing Australian Borrower for the payment and performance of
the UK Guaranteed Obligations under the Credit Agreement.](6)

                  2. [NEW UK BORROWER'S/NEW AUSTRALIAN BORROWER'S (7)
REPRESENTATIONS AND WARRANTIES.

         The undersigned hereby acknowledges, and represents and warrants, the
following:

<PAGE>

                                     - 3 -


         (a) it is a [insert type of entity] [incorporated/formed] on or prior
         to the date hereof;

         (b) it is a [Wholly-owned Subsidiary] [Subsidiary, but not a
         Wholly-owned Subsidiary](7) of BGI;

         (c) it is not classified as a "U.S. person" for U.S. income tax
         purposes under Section 957 of the Code;

         (d) its chief executive office and principal place of business is
         located at [l00 Phoenix Drive, Ann Arbor, Michigan, USA 48108];

         (e) its books and records are kept at its chief executive office and
         principal place of business;

         (f) no provision of its Governing Documents prohibits the undersigned
         from making distributions to the Borrowers;

         (g) it is capable of complying with and is in compliance with all of
         the provisions of the Credit Agreement and the Loan Documents
         applicable to it;

         (h) each of the representations and warranties set forth in ss. 7 of
         the Credit Agreement is true and correct in all material respects with
         respect to the undersigned as of the date hereof (except to the extent
         of changes resulting from transactions contemplated or permitted by the
         Credit Agreement and changes occurring in the ordinary course of
         business that singly or in the aggregate are not materially adverse,
         and except to the extent that such representations and warranties
         relate expressly to an earlier date);

         (i) it is a condition precedent to the Lenders' making any additional
         loans or otherwise extending credit to the [UK Borrowers/Australian
         Borrowers](7) under the Credit Agreement that the [New UK Borrower/New
         Australian Borrower](7) execute and deliver to the Bank Agents, for the
         benefit of the Lenders and the Bank Agents, this Joinder Agreement;

         (j) the financial success of the undersigned is expected to depend in
         whole or in part upon the financial success of the UK Borrower and the
         Australian Borrower;] (3) and (4)

         [(j) the financial success of the undersigned is expected to depend in
         whole or in part upon the financial success of the [UK Borrower]
         [Australian Borrower] (7); and](5) or (6) as applicable

         [(k) it will receive substantial direct and indirect benefits from the
         Lenders' extensions of credit to the UK Borrower and the Australian
         Borrower pursuant to the Credit Agreement; and] (3) and (4)


<PAGE>

                                      -4-

         [(k) it will receive substantial direct and indirect benefits from the
         Lenders' extensions of credit to the [UK Borrower][Australian
         Borrower](7) pursuant to the Credit Agreement; and] (5) or (6) as
         applicable

         [(l) upon execution of this agreement, the undersigned New UK Borrower
         shall be be jointly and severally liable, together with the Existing UK
         Borrower, for the payment and performance of all of the UK Obligations
         under the Credit Agreement as supplemented hereby; and](1)

         [(m) upon execution of this agreement, the undersigned New UK Borrower
         shall guarantee the full and prompt payment and performance of the
         Australian Guaranteed Obligations; and](3)

         [(n) upon execution of this agreement, the undersigned New Australian
         Borrower shall be jointly and severally liable, together with the
         Existing Australian Borrower, for the payment and performance of all of
         the Australian Obligations under the Credit Agreement as supplemented
         hereby; and](2)

         [(o) upon execution of this agreement, the undersigned New Australian
         Borrower shall guarantee the full and prompt payment and performance of
         the UK Guaranteed Obligations.](4)

         3. DELIVERY OF DOCUMENTS.

         The undersigned hereby agrees that the following documents shall be
delivered to the Bank Agents concurrently with this Joinder Agreement, each in
form and substance satisfactory to the Bank Agents:

     a.  executed original Allonge to each of the [UK/Australian](7) Notes
         (each a "Note Allonge" and together, the "Note Allonges") which has
         been executed by the [New UK Borrower/New Australian Borrower](7), who
         thereby agrees to be bound thereby as if it had been a signatory to
         said Notes from the Closing Date.

     b.  a new legal opinion of [______________, local counsel to the [New UK
         Borrower/New Australian Borrower](7), as to the legal, valid and
         binding nature of the Credit Agreement and the other Loan Documents,
         as supplemented hereby, with respect to the [New UK Borrower/New
         Australian Borrower](7);

     c.  copies, certified by a duly authorized officer of the undersigned to
         be true and complete as of the date hereof, of each of (i) the charter
         or other formation documents of the undersigned as in effect on the
         date hereof, (ii) the by-laws or other constitutive documents of the
         undersigned as in effect on the date hereof, (iii) the resolutions of
         the Board of Directors or a committee or similar governing entity of
         the undersigned authorizing the execution and delivery of this Joinder
         Agreement, the other documents executed in connection herewith and the
         undersigned's performance of all of the transactions contemplated
         hereby, and (iv) an incumbency certificate giving the name and bearing
         a specimen signature of each individual who shall be authorized to
         sign, in the undersigned's name and on its behalf, each of this
         Joinder Agreement, the Note

<PAGE>

                                      -5-

          Allonges and the other Loan Documents, any Loan Request, and to give
          notices and to take other action on its behalf under Credit Agreement
          and the other Loan Documents;

     d.   certificate of an appropriate official of [Insert jurisdiction of
          organization] of a recent date as to the undersigned's good standing,
          valid existence and tax payment status;

     e.   certificate of an appropriate official of [Insert jurisdiction(s)] of
          a recent date as to the undersigned's foreign qualification to do
          business in such jurisdiction(s);

     f.   such other documents as the Bank Agents may reasonably request.

     (1)  To be included in the joinder of any New UK Borrower.

     (2)  To be included in the joinder of any New Australian Borrower.

     (3)  To be included in the joinder of any New UK Borrower that is a
          Wholly-owned Subsidiary and a non-U.S. person.

     (4)  To be included in the joinder of any New Australian Borrower that is a
          Wholly-owned Subsidiary and a non-U.S. person.

     (5)  To be included in the joinder of any New UK Borrower that is not (i) a
          Wholly-owned Subsidiary and (ii) a U.S. person.

     (6)  To be included in the joinder of any New Australian Borrower that is
          not (i) a Wholly-owned Subsidiary and (ii) a U.S. person.

     (7)  As applicable.

<PAGE>

                                      -6-


         This Joinder Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts.

                                        Very truly yours,

                                      [INSERT NAME OF NEW
                                 UK BORROWER/NEW AUSTRALIAN
                                 BORROWER]

                                     By: ______________________________
                                     Name:
                                     Title:

                                     [New UK Borrower's/New Australian
                                     Borrower's Address for purposes of ss. 26
                                     of the Credit Agreement]:


ACCEPTED AND AGREED:

PNC BANK, NATIONAL ASSOCIATION,
as Administrative Agent



By: ______________________________
Name:
Title:



FLEET NATIONAL BANK,
as Syndication Agent


By: ______________________________
Name:
Title:


<PAGE>

                                       -7-

                          CERTIFICATE OF ACKNOWLEDGMENT

COMMONWEALTH OR STATE OF _________________     )
                                               ) ss.
COUNTY OF _________________                    )

         Before me, the undersigned, a Notary Public in and for the county
aforesaid, on this _____ day of __________ 200_, personally appeared
_____________ to me known personally, and who, being by me duly sworn, deposes
and says that he is the ___________ of [INSERT NAME OF NEW UK BORROWER/NEW
AUSTRALIAN BORROWER] and that said instrument was signed on behalf of said
corporation by authority of its Board of Directors, and said ________________
acknowledged said instrument to be the free act and deed of said corporation.

                                            ________________________________
                                                Notary Public
                                                My commission expires:


<PAGE>

                                     A NOTE

$63,750,000.00                                                  Atlanta, Georgia
                                                                   June 21, 2002


     FOR VALUE RECEIVED, the undersigned, ATLANTIC FINANCIAL GROUP, LTD.
("Lessor") promises to pay to the order of SUNTRUST BANK, in its capacity as
Agent (as defined below), for the ratable benefit of the Lenders, at the office
of the Agent at SunTrust Bank, 303 Peachtree Street, Atlanta, Georgia 30308 or
such other address as the holder hereof shall have previously designated in
writing to the Lessor, the aggregate unpaid principal amount of all A Loans made
by the Lenders to, or for the benefit of, the Lessor, as recorded either on the
grid attached to this Note or in the records of the Agent or the Lenders (and
such recordation shall constitute prima facie evidence of the information so
recorded; provided, however, that the failure to make any such recordation shall
not in any way affect the Lessor's obligation to repay this Note). The principal
amount of each A Loan evidenced hereby shall be payable on or prior to the Lease
Termination Date as provided in the Loan Agreement.

     The Lessor further promises to pay interest on the unpaid principal amount
of this Note from time to time outstanding, payable as provided in the Loan
Agreement, at the rates per annum provided in the Loan Agreement; provided,
however, that such interest rate shall not at any time exceed the maximum rate
permitted by law. All payments of principal of and interest on this Note shall
be payable in lawful currency of the United States of America at the office of
the Agent as provided above or such other address as the holder hereof shall
have designated to the Lessor, in immediately available funds.

     This Note is one of the Notes referred to in that certain Loan Agreement,
dated as of June 21, 2002, among the Lessor, the lenders from time to time
party thereto, and SunTrust Bank, as agent (the "Agent") for such lenders (as
it may be amended or modified from time to time, herein called the "Loan
Agreement"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Loan Agreement. This Note
is secured pursuant to the other Loan Documents from the Lessor to the Agent
referred to in the Loan Agreement (including, without limitation, the
Mortgages) and reference is hereby made to the Loan Agreement and such other
Loan Documents for a statement of the terms and provisions of such security.

     All parties hereto, whether as makers, endorsers, or otherwise, severally
waive presentment for payment, demand, protest, and notice of dishonor, notice
of the existence, creation or nonpayment of all or any of the A Loans and all
other notices whatsoever.

     This Note shall be governed by and construed in accordance with the laws
of the State of Georgia, without regard to conflicts of law principles.

     All payments and other obligations to be made or performed by the Lessor
in respect of the A Loans and this Note 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 shall have received sufficient payments from

<PAGE>
such sources to make payments in respect of the A Loans in accordance with and
subject to the priorities set forth in the Loan Agreement. Each Lender agrees
that it will look solely to such sources of payments to the extent available for
distribution to the Lenders or the Agent as provided in the Loan Agreement and
that neither the Lessor, nor any of its partners, nor the Agent is or shall be
personally liable any Lender for any amount payable hereunder or under the
Loan Agreement. Notwithstanding anything to the contrary contained herein,
nothing in this Note shall be construed as creating any liability (other than
for willful misconduct or gross negligence) of Lessor individually to pay any
sum or to perform any covenant, condition, obligation or warranty either express
or implied, in this Note (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 Lessor hereunder (other than for
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 as provided in the Loan Agreement; provided, however, that
Lessor in its individual capacity shall in any event be liable with respect to
(i) the removal of Lessor Liens, (ii) its gross negligence or willful misconduct
or (iii) failure to turn over payments the Lessor has received in accordance
with the Loan Agreement; 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.
<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused this Note to be executed by
its duly authorized officer as of the day and year first above written.



                                        ATLANTIC FINANCIAL GROUP, LTD.


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


                                        By: /s/ Stephen Brookshire
                                           -------------------------------------
                                        Name Printed: Stephen Brookshire
                                        Title: President

<PAGE>

                            GRID ATTACHED TO A NOTE
                             DATED JUNE 21, 2002 OF
                         ATLANTIC FINANCIAL GROUP, LTD.
                                   AS LESSOR
                PAYABLE TO THE ORDER OF SUNTRUST BANK, AS AGENT

A Loans made by the Lenders to the Lessor and payments of principal of such A
Loans.

<Table>
<Caption>
Date       Amount of      Interest      Outstanding       Related       Notation
             Loan           Rate         Principal         Leased        Made By
                                          Balance         Property
<S>        <C>            <C>           <C>               <C>           <C>











</Table>

<PAGE>
                                   APPENDIX A
                                       to
                                Master Agreement

         DEFINITIONS, INTERPRETATION AND DOCUMENTARY CONVENTIONS

         A.       Interpretation.  In each Operative Document, unless a clear
contrary intention appears:

                  (i) the singular number includes the plural number and vice
         versa;

                  (ii) reference to any Person includes such Person's successors
         and assigns but, if applicable, only if such successors and assigns are
         permitted by the Operative Documents;

                  (iii) reference to any gender includes each other gender;

                  (iv) reference to any agreement (including any Operative
         Document), document or instrument means such agreement, document or
         instrument as amended, supplemented, waived, restated or modified and
         in effect from time to time in accordance with the terms thereof and,
         if applicable, the terms of the other Operative Documents and reference
         to any promissory note includes any promissory note which is an
         extension or renewal thereof or a substitute or replacement therefor;

                  (v) reference to any Applicable Law means such Applicable Law
         as amended, waived, restated, modified, codified, replaced or
         reenacted, in whole or in part, and in effect from time to time,
         including rules and regulations promulgated thereunder and reference to
         any section or other provision of any Applicable Law means that
         provision of such Applicable Law from time to time in effect and
         constituting the substantive amendment, modification, codification,
         replacement or reenactment of such section or other provision;

                  (vi) reference in any Operative Document to any Article,
         Section, Appendix, Schedule or Exhibit means such Article or Section
         thereof or Appendix, Schedule or Exhibit thereto;

                  (vii) "hereunder", "hereof", "hereto" and words of similar
         import shall be deemed references to an Operative Document as a whole
         and not to any particular Article, Section, paragraph or other
         provision of such Operative Document;



<PAGE>

                  (viii) "including" (and with correlative meaning "include")
         means including without limiting the generality of any description
         preceding such term;

                  (ix)  "or" is not exclusive; and

                  (x) relative to the determination of any period of time,
         "from" means "from and including" and "to" means "to but excluding".

         B. Accounting Terms. In each Operative Document, unless expressly
otherwise provided, accounting terms shall be construed and interpreted, and
accounting determinations and computations shall be made, in accordance with
GAAP.

         C. Conflict in Operative Documents. If there is any conflict between
any Operative Documents, each such Operative Document shall be interpreted and
construed, if possible, so as to avoid or minimize such conflict but, to the
extent (and only to the extent) of such conflict, the Master Agreement shall
prevail and control.

         D. Legal Representation of the Parties. The Operative Documents were
negotiated by the parties with the benefit of legal representation and any rule
of construction or interpretation otherwise requiring any Operative Document to
be construed or interpreted against any party shall not apply to any
construction or interpretation hereof or thereof.

         E. Defined Terms. Unless a clear contrary intention appears, terms
defined herein have the respective indicated meanings when used in each
Operative Document.

         "A Loan" means the A Percentage of Fundings made pursuant to the Loan
Agreement and the Master Agreement.

         "A Note" is defined in Section 2.2 of the Loan Agreement.

         "A Percentage" means 85%.

         "Accounts Receivable" means all rights of BGI or any of its
Subsidiaries to payment for goods sold, leased or otherwise marketed in the
ordinary course of business and all rights of BGI or any of its Subsidiaries to
payment for services rendered in the ordinary course of business and all sums of
money or other proceeds due thereon pursuant to transactions with account
debtors, except for that portion of the sum of money or other proceeds due
thereon that relate to sales, use or property taxes in conjunction with such
transactions, recorded on books of account in accordance with GAAP.

         "Acquisition" means any transaction, or any series of related
transactions, consummated on or after the Documentation Date, by which BGI or
any of its Subsidiaries (a) acquires any ongoing business or all or
substantially all of the assets of any Person or division thereof,


                                      -2-

<PAGE>

whether through purchase of assets, merger or otherwise, or (b) directly or
indirectly acquires (in one transaction or as the most recent transaction in a
series of transactions) a majority of the securities of a corporation, which
securities have ordinary voting power for the election of directors (other than
securities having such power only by reason of the happening of a contingency)
or a majority (by percentage and voting power) of the outstanding partnership
interests of a partnership or membership interests of a limited liability
company.

         "Additional Insured" means each of the Agent, each Lender and Lessor.

         "Address" means with respect to any Person, its address set forth in
Schedule I hereto or such other address as it shall have identified to the
parties to the Master Agreement in writing in the manner provided for the giving
of notices thereunder.

         "Adjusted LIBO Rate" shall mean, with respect to each Rent Period for a
LIBOR Advance, the rate per annum (rounded upwards, if necessary, to the nearest
1/100 of 1%) determined pursuant to the following formula:

                  Adjusted LIBO Rate  =                LIBOR
                                          -------------------------------
                                          1.00 - LIBOR Reserve Percentage

As used herein, LIBOR Reserve Percentage shall mean, for any Rent Period for a
LIBOR Advance, the reserve percentage (expressed as a decimal) equal to the then
stated maximum rate of all reserves requirements (including, without limitation,
any marginal, emergency, supplemental, special or other reserves) applicable to
any member bank of the Federal Reserve System in respect of Eurocurrency
liabilities as defined in Regulation D (or against any successor category of
liabilities as defined in Regulation D).

         "Adjustment Date" means the first day of the month immediately
following the month in which a Compliance Certificate is to be delivered by the
Lessees and the Guarantors pursuant to Section 5.4(c) of the Master Agreement.

         "Advance" means a LIBOR Advance or a Base Rate Advance.

         "Affiliate" means any Person which, directly or indirectly, controls,
is controlled by or is under common control with any of the Guarantors or any of
the Lessees. "Control" of a Guarantor or a Lessee means the power, directly or
indirectly, (a) to vote five percent (5%) or more of the Capital Stock (on a
fully diluted basis) of such Guarantor or such Lessee having ordinary voting
power for the election of directors, managing members or general partners (as
applicable); or (b) to direct or cause the direction of the management and
policies of such Guarantor or such Lessee (whether by contract or otherwise).

         "After-Tax Basis" means (a) with respect to any payment to be received
by an Indemnitee (which, for purposes of this definition, shall include any Tax
Indemnitee), the amount of such


                                      -3-
<PAGE>


payment supplemented by a further payment or payments so that, after deducting
from such payments the amount of all Taxes (net of any current credits,
deductions or other Tax benefits arising from the payment by the Indemnitee of
any amount, including Taxes, for which the payment to be received is made)
imposed currently on the Indemnitee by any Governmental Authority or taxing
authority with respect to such payments, the balance of such payments shall be
equal to the original payment to be received and (b) with respect to any payment
to be made by any Indemnitee, the amount of such payment supplemented by a
further payment or payments so that, after increasing such payment by the amount
of any current credits or other Tax benefits realized by the Indemnitee under
the laws of any Governmental Authority or taxing authority resulting from the
making of such payments, the sum of such payments (net of such credits or
benefits) shall be equal to the original payment to be made; provided, however,
for the purposes of this definition, and for purposes of any payment to be made
to an Indemnitee or by an Indemnitee on an after-tax basis, it shall be assumed
that (i) federal, state and local taxes are payable at the highest combined
marginal federal and state statutory income tax rate (taking into account the
deductibility of state income taxes for federal income tax purposes) applicable
to corporations from time to time and (ii) such Indemnitee or the recipient of
such payment from an Indemnitee has sufficient income to utilize any deductions,
credits (other than foreign tax credits, the use of which shall be determined on
an actual basis) and other Tax benefits arising from any payments described in
clause (b) of this definition.

         "Agent" means SunTrust Bank, a Georgia banking corporation, in its
capacity as agent under the Master Agreement and the Loan Agreement.

         "Agent's Fee Letter" means the Agent's Fee Letter, dated as of June 21,
2002, between the Agent, the Guarantors and Borders.

         "Alterations" means, with respect to any Leased Property, fixtures,
structural and non-structural alterations, improvements, modifications and
additions to such Leased Property.

         "Applicable Law" means all applicable laws (including Environmental
Laws), rules, regulations (including proposed, temporary and final income tax
regulations), statutes, treaties, codes, ordinances, permits, certificates,
orders and licenses of and interpretations by, any Governmental Authority, and
applicable judgments, decrees, injunctions, writs, orders or like action of any
court, arbitrator or other administrative, judicial or quasi-judicial tribunal
or agency of competent jurisdiction (including those pertaining to health,
safety or the environment (including, without limitation, wetlands), and those
pertaining to the construction, use or occupancy of any Leased Property).

         "Applicable Margin" means, for each period commencing on an Adjustment
Date through the date immediately preceding the next Adjustment Date (each a
"Rate Adjustment Period"), the Applicable Margin shall be the applicable margin
set forth below with respect to the Fixed Charge Coverage Ratio, as determined
for the Reference Period of the Lessees, the


                                      -4-
<PAGE>

Guarantors and their Subsidiaries ending with the Fiscal Quarter ended
immediately prior to the applicable Rate Adjustment Period:

<TABLE>
<CAPTION>


                                             LIBOR      Base Rate
                                            Advance      Advance       Facility
Level      Fixed Charge Coverage Ratio       Margin       Margin         Fee
-----      ---------------------------      -------     ---------      --------
<S>      <C>                                <C>          <C>           <C>
I          Greater than or equal to          0.950%        0%           0.175%
                 2.25:1.00

II       Less than 2.25:1.00 but greater     1.175%        0%           0.200%
           than or equal to 2.00:1.00

III      Less than 2.00:1.00 but greater     1.375%        0%           0.250%
           than or equal to 1.75:1.00

IV             Less than 1.75:1.00           1.500%        0%           0.375%

</TABLE>

Notwithstanding the foregoing, (a) for the Loans outstanding and the Facility
Fee payable during the period commencing on the Closing Date through the date
immediately preceding the first Adjustment Date to occur after the date that is
six months after the Closing Date, the Applicable Margin shall be the Applicable
Margin set forth in Level III above, and (b) if the Lessees fail to deliver any
Compliance Certificate pursuant to Section 5.4(c) of the Master Agreement then,
for the period commencing on the next Adjustment Date to occur subsequent to
such failure through the date immediately following the date on which such
Compliance Certificate is delivered, the Applicable Margin shall be the highest
Applicable Margin set forth above.

         "Applicable Pension Legislation" means at any time, any pension or
retirement benefits legislation (be it national, federal, provincial,
territorial or otherwise) then applicable to any Guarantor, any Lessee or any of
their Subsidiaries.

         "Approved Fund" means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

         "Appraisal" is defined in Section 3.1 of the Master Agreement.

         "Appraiser" means an MAI appraiser reasonably satisfactory to the
Agent.

         "Architect" means with respect to any Leased Property the architect
engaged in connection with the construction of the related Building, if any, who
may be an employee of the General Contractor for such Leased Property.

                                      -5-
<PAGE>

         "Architect's Agreement" means, with respect to any Leased Property, the
architectural services agreement, if any, between the related Lessee and the
related Architect.

         "Assignment of Lease and Rents" means, with respect to any Leased
Property, the Assignment of Lease and Rents, dated as of the related Closing
Date, from the Lessor to the Agent, substantially in the form of Exhibit B to
the Master Agreement.

         "Authority" means a development or similar authority of any state,
county or municipality that is an issuer of Bonds.

         "Authorized Officers" means the President, Senior Vice President -
Finance and Chief Financial Officer, Vice President - Financial Planning and
Reporting, Vice President - Finance and Asset Protection or Treasurer of any
Guarantor or any Lessee.

         "Award" means any award or payment received by or payable to the Lessor
or a Lessee on account of any Condemnation or Event of Taking (less the actual
costs, fees and expenses, including reasonable attorneys' fees, incurred in the
collection thereof, for which the Person incurring the same shall be reimbursed
from such award or payment).

         "BGI" means Borders Group, Inc., a Michigan corporation.

         "B Loan" means the B Percentage of Fundings made pursuant to the Loan
Agreement and the Master Agreement.

         "B Note" is defined in Section 2.2 of the Loan Agreement.

         "B Percentage" means 10%.

         "Balance Sheet Date" means January 27, 2002.

         "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended.

         "Base Lease Term" means, with respect to any Leased Property, (a) the
period commencing on the Completion Date for such Leased Property (or the
Closing Date, if such Leased Property is not a Construction Land Interest) and
ending on June 20, 2007 or (b) such shorter period as may result from earlier
termination of the Lease as provided therein.

         "Base Rate" means (with any change in the Base Rate to be effective as
of the date of change of either of the following rates) the higher of (i) the
rate per annum which the Agent publicly announces from time to time as its prime
lending rate, as in effect from time to time, and (ii) the Federal Funds Rate,
as in effect from time to time, plus one-half of one percent (0.50%) per annum.
The Agent's prime lending rate is a reference rate and does not necessarily
represent the lowest or best rate actually charged to customers; the Agent may
make commercial loans or


                                      -6-
<PAGE>

other loans at rates of interest at, above or below the Agent's prime lending
rate. The Base Rate is determined daily.

         "Base Rate Advance" means that portion of the Funded Amount bearing
interest at the Base Rate.

         "Basic Rent" means, for any Lease Term, the rent payable pursuant to
Section 3.1 of the Lease, determined in accordance with the following: each
installment of Basic Rent payable on any Payment Date shall be in an amount
equal to the sum of (A) the aggregate amount of Lender Basic Rent payable on
such Payment Date, plus (B) the aggregate amount of Lessor Basic Rent payable on
such Payment Date.

         "Bill of Sale" (or Deed of Improvements) means, with respect to any
existing Building or other improvements on the Land a conveyance instrument
satisfactory to the related Lessee, Lessor and Agent conveying all right, title
and interest of the Seller in the Building and improvements to Lessor.

         "BOI" means Borders Online, Inc., a Colorado corporation.

         "Bonds" means industrial revenue or development bonds issued by a
state, county or municipal authority in connection with any Leased Property.

         "Borders" means Borders, Inc., a Colorado corporation.

         "BPI" means Borders Properties, Inc., a Delaware corporation.

         "Building" means, with respect to any Leased Property, (i) the
buildings, structures and improvements located or to be located on the related
Land, along with all fixtures used or useful in connection with the operation of
such Leased Property, including all furnaces, boilers, compressors, elevators,
fittings, pipings, connectives, conduits, ducts, partitions, equipment and
apparatus of every kind and description now or hereafter affixed or attached or
used or useful in connection with the Building, (ii) all trade fixtures,
furnishings, equipment and other personal property financed by the Lessor and/or
the Lenders and (iii) all Alterations (including all restorations, repairs,
replacements and rebuilding of such buildings, improvements and structures)
thereto (but in each case excluding trade fixtures, furnishings, equipment and
other personal property financed other than by the Lessor and/or the Lenders).

         "Business Day" means any day other than a Saturday, Sunday or other day
on which banks are required or authorized to be closed for business in Atlanta,
Georgia and, if the applicable Business Day relates to a LIBOR Advance, on which
trading is not carried on by and between banks in the London interbank market.


                                      -7-
<PAGE>

         "Capital Assets" means fixed assets, both tangible (such as land,
buildings, fixtures, machinery and equipment) and intangible (such as patents,
copyrights, trademarks, franchises and good will); provided that Capital Assets
shall not include any item customarily charged directly to expense or
depreciated over a useful life of twelve (12) months or less in accordance with
GAAP.

         "Capital Expenditures" means amounts paid or Indebtedness incurred by
BGI or any of its Subsidiaries in connection with the purchase or lease by BGI
or any of its Subsidiaries of Capital Assets that would be required to be
capitalized and shown on the balance sheet of such Person in accordance with
GAAP, provided that Capital Expenditures shall not include any expenditures made
(a) to effect any Acquisition, (b) with respect to the Existing Synthetic Lease
and the Operative Documents in the event either or both facilities are
recharacterized as Capitalized Leases or (c) to acquire property out of the
Existing Synthetic Lease.

         "Capital Stock" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

         "Capitalized Leases" means leases under which BGI or any of its
Subsidiaries is the lessee or obligor, the discounted future rental payment
obligations under which are required to be capitalized on the balance sheet of
the lessee or obligor in accordance with GAAP.

         "Casualty" means an event of damage or casualty relating to all or part
of any Leased Property that does not constitute an Event of Loss.

         "Change of Control" means an event or series of events by which any
person or group of persons (within the meaning of Section 13 or 14 of the
Securities Exchange Act of 1934) shall have acquired beneficial ownership
(within the meaning of Rule 13d-3 promulgated by the Securities and Exchange
Commission under said Act), directly or indirectly, of thirty-five percent (35%)
or more of the outstanding shares of Capital Stock of BGI; or, during any period
of twelve consecutive calendar months, individuals who were directors of BGI on
the first day of such period (together with any new directors whose election by
the Board of Directors of BGI was approved by a vote of sixty-six and two-thirds
percent (66 2/3%) of the directors then still in office who were either
directors at the beginning of such period or whose election was previously so
approved) shall cease to constitute a majority of the board of directors of BGI.

         "Claims" means liabilities, obligations, damages, losses, demands,
penalties, fines, claims, actions, suits, judgments, proceedings, settlements,
utility charges, costs, expenses and disbursements (including, without
limitation, reasonable legal fees and expenses) of any kind and nature
whatsoever.


                                      -8-
<PAGE>

         "Closing Date" means, with respect to each parcel of Land, the date on
which such Land is acquired by the Lessor pursuant to a Purchase Agreement or
such Land is leased to the Lessor pursuant to a Ground Lease (or the tenant's
interest in an existing Ground Lease is assigned to the Lessor) and the initial
Funding occurs with respect to such Land under the Master Agreement.

         "Code" or "Tax Code" means the Internal Revenue Code of 1986, as
amended.

         "Commitment" means, as to each Funding Party, its obligation to make
Fundings as investments in each Leased Property, or to make Loans to the Lessor,
in an aggregate amount not to exceed at any one time outstanding the product of
(i) the amount set forth in clause (y) of Section 2.2(c) of the Master
Agreement, and (ii) such Funding Party's Commitment Percentage; provided that no
Funding Party's Commitment shall at any time exceed its Maximum Commitment.

         "Commitment Percentage" means as to any Funding Party, at a particular
time, the percentage of the aggregate Commitments in effect at such time
represented by such Funding Party's Commitment, as such percentage is shown for
such Funding Party on Schedule 2.2 to the Master Agreement (as it may be
adjusted from time to time pursuant to Section 2.2(b) or Article VI of the
Master Agreement).

         "Completion Date", with respect to any Leased Property that is a
Construction Land Interest, means the Business Day on which the conditions
specified in Section 3.5 of the Master Agreement have been satisfied or waived
with respect to such Leased Property.

         "Compliance Certificate" is defined in Section 5.4(c) of the Master
Agreement.

         "Condemnation" means any condemnation, requisition, confiscation,
seizure, permanent use or other taking or sale of the use, occupancy or title to
any Leased Property or any part thereof in, by or on account of any actual
eminent domain proceeding or other action by any Governmental Authority or other
Person under the power of eminent domain or any transfer in lieu of or in
anticipation thereof, which in any case does not constitute an Event of Taking.
A Condemnation shall be deemed to have "occurred" on the earliest of the dates
that use is prevented or occupancy or title is taken.

         "Consolidated or consolidated", with reference to any term defined
herein, shall mean that term as applied to the accounts of BGI and its
Subsidiaries, consolidated in accordance with GAAP.

         "Consolidated EBITDA" means, with respect to any period, an amount
equal to the sum of (a) Consolidated Net Income of BGI and its Subsidiaries for
such period, (excluding (i) all extraordinary nonrecurring items of income, but
not losses (except to the extent such extraordinary losses are offset by such
extraordinary income) and (ii) income or loss of any Joint


                                      -9-
<PAGE>

Venture to which BGI or any of its Subsidiaries is a party), plus (b) in each
case to the extent deducted in the calculation of such Person's Consolidated Net
Income and without duplication, (i) depreciation and amortization for such
period, plus (ii) income tax expense for such period, plus (iii) Consolidated
Total Interest Expense paid or accrued during such period, all as determined in
accordance with GAAP; provided, however, that there shall be excluded in
calculating Consolidated Net Income for purposes of this definition any losses
attributable to the use of a fair value methodology for recognition and
measurement of impairment of goodwill not identified with impaired assets in
accordance with Accounting Principles Board Opinion No. 142.

         "Consolidated Excess Cash Flow" means, with respect to BGI and its
Subsidiaries and any particular period, an amount equal to (a) Consolidated
EBITDA for such period plus if applicable, in-flows resulting from Net Working
Capital Changes for such period minus (b) the sum of, in each case for such
period, (i) if applicable, out-flows resulting from Net Working Capital Changes,
(ii) to the extent not already deducted in the determination of Consolidated
EBITDA, Capital Expenditures, (iii) any Restricted Payment Amount, (iv) cash
payments for all taxes paid during such period and (v) any mandatory repayments
(whether scheduled or otherwise) of principal on any Indebtedness of BGI or any
of its Subsidiaries paid or due and payable during such period.

         "Consolidated Fixed Charges" means, with respect to BGI and its
Subsidiaries and for any period, the sum, without duplication, of (a)
Consolidated Total Interest Expense for such period, plus (b) Rent Expense, plus
(c) Lease Financing Rent Expense, plus (d) any and all scheduled repayments of
principal during such period in respect of Indebtedness that becomes due and
payable or that are to become due and payable during such period pursuant to any
agreement or instrument to which any Borrower or any of its Subsidiaries is a
party relating to (i) the borrowing of money or the obtaining of credit,
including the issuance of notes or bonds, (ii) the deferred purchase price of
assets (other than trade payables incurred in the ordinary course of business),
(iii) in respect of any Capitalized Leases, and (iv) Indebtedness of the type
referred to above of another Person guaranteed by BGI or any of its
Subsidiaries. Demand obligations shall be deemed to be due and payable during
any fiscal period during which such obligations are outstanding.

         "Consolidated Free Cash Flow" means, with respect to any period, an
amount equal to (a) net cash provided by operations of a Person and its
Subsidiaries for such period (as set forth as a line item on such Person's
consolidated statement of cash flows in accordance with GAAP) minus (b) Capital
Expenditures made by such Person and its Subsidiaries during such period.

         "Consolidated Net Income (or Deficit)" means the consolidated net
income (or deficit) of BGI and its Subsidiaries, after deduction of all
expenses, taxes, and other proper charges, determined in accordance with GAAP.


                                      -10-
<PAGE>

         "Consolidated Operating Cash Flow" means, for or any period, an amount
equal to the sum of (a) Consolidated EBITDA plus (b) Rent Expense and (c) Lease
Financing Rent Expense, in each case of BGI and its Subsidiaries for such period
determined in accordance with GAAP.

         "Consolidated Tangible Net Worth" means the excess of Consolidated
Total Assets over Consolidated Total Liabilities, and less the sum of:

         (a) the total book value of all assets of BGI and its Subsidiaries
properly classified as intangible assets under GAAP, including such items as
good will, the purchase price of acquired assets in excess of the fair market
value thereof, trademarks, trade names, service marks, brand names, copyrights,
patents and licenses, and rights with respect to the foregoing; plus

         (b) all amounts representing any write-up in the book value of any
assets of BGI or its Subsidiaries resulting from a revaluation thereof
subsequent to the Balance Sheet Date, excluding adjustments to translate foreign
assets and liabilities for changes in foreign exchange rates made in accordance
with Financial Accounting Standards Board Statement No. 52; plus

         (c) to the extent otherwise includable in the computation of
Consolidated Tangible Net Worth, any subscriptions receivable.

         "Consolidated Total Assets" means the sum of (a) all assets
("consolidated balance sheet assets") of BGI and its Subsidiaries determined on
a consolidated basis in accordance with GAAP, plus (b) without duplication, all
sold receivables referred to in clause (g) of the definition of the term
"Indebtedness" to the extent that such receivables would have been consolidated
balance sheet assets had they not been sold.

         "Consolidated Total Funded Debt" means, with respect to BGI and its
Subsidiaries, the sum, without duplication, of (a) the aggregate amount of
Indebtedness of BGI and its Subsidiaries, on a consolidated basis, relating to
or in respect of (i) the borrowing of money or the obtaining of credit,
including the issuance of notes or bonds but excluding letters of credit
outstanding, (ii) the deferred purchase price of assets (other than trade
payables incurred in the ordinary course of business), and (iii) any Synthetic
Leases or any Capitalized Leases, plus (b) Indebtedness of the type referred to
in clause (a) of another Person guaranteed by any Borrower or any of its
Subsidiaries.

         "Consolidated Total Interest Expense" means, for any period, the
aggregate amount of interest required to be paid or accrued by BGI and its
Subsidiaries during such period on all Indebtedness of BGI and its Subsidiaries
outstanding during all or any part of such period, whether such interest was or
is required to be reflected as an item of expense or capitalized, including
payments consisting of interest in respect of any Capitalized Lease or any
Synthetic Lease, and including commitment fees, agency fees, facility fees,
balance deficiency fees and similar fees or expenses in connection with the
borrowing of money.


                                      -11-
<PAGE>

         "Consolidated Total Liabilities" means all liabilities of BGI and its
Subsidiaries determined on a consolidated basis in accordance with GAAP and
classified as such on the consolidated balance sheet of BGI and its
Subsidiaries.

         "Construction" means, with respect to any Leased Property, the
construction of the related Building pursuant to the related Plans and
Specifications.

         "Construction Agency Agreement" means the Construction Agency
Agreement, dated as of June 21, 2002, between Borders and the Lessor.

         "Construction Agency Event of Default" is defined in Section 5.1 of the
Construction Agency Agreement.

         "Construction Agent" means Borders in its capacity as construction
agent pursuant to the Construction Agency Agreement.

         "Construction Budget" is defined in Section 2.4 of the Construction
Agency Agreement.

         "Construction Commencement Date" is defined in Section 2.3 of the
Construction Agency Agreement.

         "Construction Conditions" means the conditions set forth in Section 3.5
of the Master Agreement.

         "Construction Contract" means, with respect to any Leased Property,
that certain construction contract, if any, between the related Lessee or the
Construction Agent and a General Contractor for the Construction of the related
Building, which contract shall be assigned to the Lessor, and such assignment
shall be consented to by such General Contractor, pursuant to an assignment of
such construction contract substantially in the form of the Security Agreement
and Assignment set forth as Exhibit C to the Master Agreement.

         "Construction Costs" means, with respect to any Leased Property, all
costs of acquisition, ground lease or assignment of the tenant's interest in any
Ground Lease, as applicable, of the related Land and existing Buildings, all
closing, development and transaction costs related thereto, including fees,
costs and expenses of attorneys, architects, surveyors, engineers, title and
other insurance companies, appraisers and environmental firms, all costs of
Construction, and all interest and Yield accrued on the Funded Amounts related
to such Leased Property during the Construction Term therefor.

         "Construction Failure Payment", with respect to any Leased Property,
means an amount equal to the Leased Property Balance.


                                      -12-
<PAGE>

         "Construction Force Majeure Declaration" is defined in Section 3.4 of
the Construction Agency Agreement.

         "Construction Force Majeure Event" means, with respect to any Leased
Property:

         (a) an act of God arising after the related Closing Date, or

         (b) any change in any state or local law, regulation or other legal
             requirement arising after such Closing Date and relating to the
             use of the Land or the construction of a building on the Land, or

         (c) strikes, lockouts, labor troubles, unavailability of materials
             (including delays in delivery), war, acts of terrorism, riots,
             insurrections or other causes beyond the related Lessee's or the
             Construction Agent's (including a contractor's or subcontractor's)
             control

which prevents the Construction Agent from completing the Construction prior to
the Scheduled Construction Termination Date and which could not have been
avoided or which cannot be remedied by the Construction Agent through the
exercise of all commercially reasonable efforts or the expenditure of funds and,
in the case of (b) above, the existence or potentiality of which was not known
to and could not have been discovered prior to such Closing Date through the
exercise of reasonable due diligence by the Construction Agent.

         "Construction Land Interest" means each parcel of Land on which the
related Lessee intends to build or renovate (the costs of which will be funded
pursuant to the Operative Documents) a Building and for which the Completion
Date has not yet occurred.

         "Construction Term" means, with respect to any Leased Property, the
period commencing on the related Closing Date and ending on the related
Construction Term Expiration Date, or such shorter period as may result from
earlier termination of the Lease as provided therein.

         "Construction Term Expiration Date" means, with respect to any Leased
Property, the earliest of the following:

         (a) the related Completion Date,

         (b) the date on which the aggregate Funded Amounts equal the
             Commitments, and

         (c) the related Scheduled Construction Termination Date.

         "Contractual Obligation", as applied to any Person, means any provision
of any Securities issued by that Person or any indenture, mortgage, deed of
trust, contract, undertaking, agreement, instrument or other document to which
that Person is a party or by which it or any of its


                                      -13-
<PAGE>

properties is bound or to which it or any of its properties is subject
(including, without limitation, any restrictive covenant affecting any of the
properties of such Person).

         "Deed" means, with respect to any Land, a general warranty deed (or, if
the related Title Policy is acceptable to the related Lessee and the Agent, a
special or limited warranty deed, provided that unless consented to by the
related Lessee, the Lessor and the Agent, such deed is not the equivalent of a
quit-claim deed in the applicable jurisdiction), dated on or before the
applicable Closing Date, from the applicable Seller to the Lessor, conveying
such Land.

         "Default" means an Event of Default or a Potential Event of Default.

         "Disbursement Agreement" means the Disbursement Agreement, dated as of
June 21, 2002, between Borders and the Agent.

         "Distribution" means the declaration or payment of any dividend on or
in respect of any shares of any class of Capital Stock of a Person, other than
dividends payable solely in shares of common stock of such Person; the purchase,
redemption, defeasance, retirement or other acquisition of any shares of any
class of Capital Stock of a Person, directly or indirectly through a Subsidiary
of such Person or otherwise (including the setting apart of assets for a sinking
or other analogous fund to be used for such purpose); the return of capital by a
Person to its shareholders as such; or any other distribution on or in respect
of any shares of any class of Capital Stock of such Person.

         "Documentary Conventions" means the provisions set forth in Paragraph F
of this Appendix A.

         "Documentation Date" means June 21, 2002.

         "Dollars" or "$" means dollars in lawful currency of the United States
of America.

         "Dollar Equivalent" means, on any particular date, with respect to any
amount denominated in Dollars, such amount in Dollars, and with respect to any
amount denominated in currency other than Dollars, the amount (as conclusively
ascertained by the Agent absent manifest error) of Dollars which could be
purchased by the Agent (in accordance with its normal banking practices) in the
London foreign currency deposit market with such amount of such currency at the
Exchange Rate on such date.

         "Domestic Subsidiary" means any Subsidiary of BGI organized under the
laws of the United States of America, any state or territory thereof or the
District of Columbia.

         "Employee Benefit Plan" means any employee benefit plan within the
meaning of ss. 3(3) of ERISA maintained or contributed to by any Borrower or any
ERISA Affiliate, other than a Guaranteed Pension Plan or a Multiemployer Plan.


                                      -14-
<PAGE>

         "Engineer" means, with respect to any Leased Property, the engineer
engaged in connection with the construction of the related Building, if any, who
may be an employee of the General Contractor for such Leased Property.

         "Engineer's Agreement" means, with respect to any Leased Property the
engineering services agreement, if any, between the Construction Agent, in its
capacity as agent for Lessor, and the related Engineer.

         "Environmental Audit" means, with respect to each Leased Property or,
in the case of a Construction Land Interest, each parcel of Land, a Phase I
Environmental Assessment and, if recommended in such Phase I Environmental
Assessment, a Phase II Environmental Assessment, dated no more than six months
prior to the related Closing Date, by an environmental services firm
satisfactory to the Agent.

         "Environmental Laws" means and include the Resource Conservation and
Recovery Act of 1976, (RCRA) 42 U.S.C. ss. 6901-6987, as amended by the
Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental
Response, Compensation and Liability Act, as amended by the Superfund Amendments
and Reauthorization Act of 1986, 42 U.S.C. ss. 9601-9657, (CERCLA), the
Hazardous Materials Transportation Act of 1975, 49 U.S.C. ss. 1801-1812, the
Toxic Substances Control Act, 15 U.S.C. ss. 2601-2671, the Clean Air Act, 42
U.S.C. ss. 7401 et seq., the Federal Insecticide, Fungicide and Rodenticide Act,
7 U.S.C. ss. 136 et seq., and all similar federal, state and local environmental
laws, ordinances, rules, orders, statutes, decrees, judgments, injunctions,
codes and regulations, and any other federal, state or local laws, ordinances,
rules, codes and regulations, and any other federal, state or local laws,
ordinances, rules, codes and regulations relating to the environment, human
health or natural resources or the regulation or control of or imposing
liability or standards of conduct concerning human health, the environment,
Hazardous Materials or the clean-up or other remediation of any Leased Property,
or any part thereof, as any of the foregoing may have been from time to time
amended, supplemented or supplanted.

         "Environmental Permits" means all permits, licenses, authorizations,
certificates and approvals of Governmental Authorities required by Environmental
Laws.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time and any successor statute.

         "ERISA Affiliate" means any Person which is treated as a single
employer with any of the Borrowers under ss. 414 of the Code.

         "ERISA Reportable Event" means a reportable event with respect to a
Guaranteed Pension Plan within the meaning of ss. 4043 of ERISA and the
regulations promulgated thereunder.


                                      -15-
<PAGE>

         "Event of Default" means any event or condition designated as an "Event
of Default" in Article XII of the Lease.

         "Event of Loss" is defined in Section 10.1 of the Lease.

         "Event of Taking" is defined in Section 10.2 of the Lease.

         "Exchange Rate" means, with respect to any Optional Currency, at any
date of determination thereof, the spot rate of exchange in London that appears
on the display page applicable to such Optional Currency on the Reuters System
(or such other page as may replace such page on such service for the purpose of
displaying the spot rate of exchange in London) for the conversion of such
Optional Currency into Dollars; provided, however, that if there shall at any
time no longer exist such a page on such service, the Exchange Rate shall be
determined by reference to another similar rate publishing service selected by
the Agent.

         "Existing Credit Agreement" means the Amended and Restated
Multicurrency Credit Agreement dated as of March 28, 1995, amended and restated
as of October 17, 1997, among BGI, Borders, Walden, Books Holding, the lenders
party thereto, PNC Bank, National Association, in its capacity as administrative
agent, for such lenders from time to time parties thereto, The First National
Bank of Chicago, in its capacity as syndication agent thereunder, and Bankers
Trust Company, as real estate administrative agent thereunder.

         "Existing Lease Credit Agreement" means the Amended and Restated Credit
Agreement, dated as of November 22, 1995, amended and restated as of October 17,
1997, among Wilmington Trust Company (not in its individual capacity, except as
expressly stated therein, but solely as owner trustee) as borrower, the lenders
parties thereto, PNC Bank, National Association, in its capacity as
administrative agent for such lenders from time to time parties thereto, The
First National Bank of Chicago, in its capacity as syndication agent thereunder,
and Bankers Trust Company, as real estate administrative agent thereunder, as
further amended, and as amended by the Omnibus Amendment.

         "Existing Lease Financing Guarantee" means the Amended and Restated
Guarantee Agreement, dated as of November 22, 1995, amended and restated as of
October 17, 1997, by and among Borders, Walden, BGI, Plant, BPI, WPI, Books
Holding, OnLine, Outlet, Fulfillment, and Library executed in favor of PNC Bank,
National Association, as Administrative Agent for the lenders from time to time
parties to the Existing Lease Credit Agreement, as further amended, and as
amended by the Omnibus Amendment.

         "Existing Participation Agreement" means the Amended and Restated
Participation Agreement dated as of November 22, 1995, amended and restated as
of October 17, 1997, among BGI, Borders, Walden, WPI, BPI, Wilmington Trust
Company (not in its individual capacity, except as expressly stated therein, but
solely as owner trustee), PNC Bank, National Association, as administrative
agent for the lenders from time to time parties to the Existing Lease Credit


                                      -16-
<PAGE>

Agreement, The First National Bank of Chicago, in its capacity as syndication
agent thereunder, Bankers Trust Company in its capacity as real estate
administrative agent thereunder, and Sam Project Funding Corp. I, as investor
thereunder, as further amended, and as amended by the Omnibus Amendment.

         "Existing Synthetic Lease" means the Synthetic Lease facility of BGI
and certain of its Subsidiaries evidenced by the Existing Synthetic Lease
Facility Documents.

         "Existing Synthetic Lease Facility Documents" means collectively the
Existing Lease Credit Agreement, the Existing Lease Financing Guarantee, the
Existing Participation Agreement and the other operative documents referred to
therein.

         "Facility Fee" is defined in Section 2.3(e) of the Master Agreement.

         "Fair Market Sales Value" means, with respect to any Leased Property or
any portion thereof, the fair market sales value as determined by an independent
appraiser chosen by the Agent, and, unless an Event of Default has occurred,
reasonably acceptable to the related Lessee, that would be obtained in an
arm's-length transaction between an informed and willing buyer (other than a
lessee currently in possession) and an informed and willing seller, under no
compulsion, respectively, to buy or sell and neither of which is related to the
Lessor or the related Lessee, for the purchase of such Leased Property. Such
fair market sales value shall be calculated as the value for such Leased
Property, assuming, in the determination of such fair market sales value, that
such Leased Property is in the condition and repair required to be maintained by
the terms of the Lease (unless such fair market sales value is being determined
for purposes of Section 13.1 of the Lease and except as otherwise specifically
provided in the Lease or the Master Agreement, in which case this assumption
shall not be made).

         "Federal Funds Rate" means for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with member banks of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of Atlanta, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three Federal funds brokers of
recognized standing selected by the Agent.

         "Final Rent Payment Date" with respect to any Leased Property is
defined in Section 13.1(e) of the Lease.

         "Financed Lease" means a lease of real property, improvements on real
property or real property and improvements thereon by BGI or any of its
Subsidiaries entered into pursuant to the Existing Participation Agreement or
the Master Agreement, as applicable.


                                      -17-
<PAGE>

         "Financial Affiliate" means a Subsidiary of the bank holding company
controlling any Lender, which Subsidiary is engaging in any of the activities
permitted by ss. 4(e) of the Bank Holding Company Act of 1956 (12 U.S.C.
ss. 1843).

         "Fiscal Quarter" means, the 13/14 week period commencing on the day
after the last day of the preceding Fiscal Quarter and ending on the Sunday
(except with respect to Walden, on the Saturday) preceding the last Wednesday in
each of April (first), July (second), October (third) and January (fourth) of
each Fiscal Year. As used herein, "FQ1 2xxx" refers to the first Fiscal Quarter
of the 2xxx Fiscal Year, "FQ2 2xxx" refers to the second Fiscal Quarter of the
2xxx Fiscal Year and so on.

         "Fiscal Year" means the 52/53 week period commencing on the day after
the last day of the preceding Fiscal Year and ending on the Sunday (except with
respect to Walden, on the Saturday) preceding the last Wednesday in January. By
way of illustration, BGI's 2001 Fiscal Year ended January 27, 2002.

         "Fixed Charge Coverage Ratio" means, as of any date of determination,
the ratio of (a) Consolidated Operating Cash Flow for the Reference Period most
recently ended to (b) Consolidated Fixed Charges for such Reference Period.

         "Foreign Subsidiary" means any Subsidiary of BGI organized under the
laws of any jurisdiction other than the United States of America, any state or
territory thereof or the District of Columbia.

         "Fulfillment" means Borders Fulfillment, Inc., a Delaware corporation.

         "Funded Amount" means, as to the Lessor, the Lessor's Invested Amounts,
and, as to each Lender, the outstanding principal amount of such Lender's Loans.

         "Funding" means any funding by the Funding Parties pursuant to Section
2.2 of the Master Agreement.

         "Funding Date" means each Closing Date and each other date on which a
Funding occurs under Article II of the Master Agreement.

         "Funding Parties" means the Lessor and the Lenders, collectively.

         "Funding Party Balance" means, with respect to any Leased Property, (i)
for the Lessor as of any date of determination, an amount equal to the sum of
the outstanding related Lessor's Invested Amount, all accrued and unpaid Yield
on such outstanding related Lessor's Invested Amount, all unpaid related fees
owing to the Lessor under the Operative Documents, and all other related amounts
owing to the Lessor by the Lessees under the Operative Documents, and (ii) for
each Lender as of any date of determination, an amount equal to the sum of the


                                      -18-
<PAGE>

outstanding principal of such Lender's related Loans, all accrued and unpaid
interest thereon, all unpaid related fees owing to such Lender under the
Operative Documents, and all other related amounts owing to such Lender by the
Lessees under the Operative Documents.

         "Funding Request" is defined in Section 2.2 of the Master Agreement.

         "Funding Termination Date" means the earliest of (i) the date that is
48 months after the Documentation Date and (ii) the termination of the
Commitments pursuant to Section 5.2 of the Loan Agreement.

         "GAAP or generally accepted accounting principles" means (a) when used
in Sections 5.30 through 5.33 of the Master Agreement, whether directly or
indirectly through reference to a capitalized term used therein, means (i)
principles that are consistent with the principles promulgated or adopted by the
Financial Accounting Standards Board and its predecessors, in effect for the
fiscal year ended on the Balance Sheet Date, and (ii) to the extent consistent
with such principles, the accounting practice of BGI reflected in its financial
statements for the year ended on the Balance Sheet Date (unless otherwise agreed
to by the parties hereto), and (b) when used in general, other than as provided
above, means principles that are (i) consistent with the principles promulgated
or adopted by the Financial Accounting Standards Board and its predecessors, as
in effect from time to time, and (ii) consistently applied with past financial
statements of BGI adopting the same principles, provided that in each case
referred to in this definition of "GAAP" a certified public accountant would,
insofar as the use of such accounting principles is pertinent, be in a position
to deliver an unqualified opinion (other than a qualification regarding changes
in GAAP) as to financial statements in which such principles have been properly
applied.

         "General Contractor" with respect to any Leased Property means the
general contractor therefor selected by the Construction Agent.

         "General Partner" means Atlantic Financial Managers, Inc., a Texas
corporation.

         "Governing Documents" means, with respect to any Person, its
certificate or articles of incorporation or organization, its by-laws, or, as
the case may be, its certificate of formation, limited partnership certificate,
operating agreement, limited partnership agreement or other constitutive
documents and all shareholder agreements, voting trusts and similar arrangements
applicable to any of its Capital Stock.

         "Governmental Action" means all permits, authorizations, registrations,
consents, approvals, waivers, exceptions, variances, orders, judgments, decrees,
licenses, exemptions, publications, filings, notices to and declarations of or
with, or required by, any Governmental Authority, or required by any Applicable
Law and shall include, without limitation, all citations, environmental and
operating permits and licenses that are required for the use, occupancy, zoning
and operation of any Leased Property.


                                      -19-
<PAGE>

         "Governmental Authority" shall include the country, the state, county,
city and political subdivisions in which any Person or such Person's Property is
located or which exercises valid jurisdiction over any such Person or such
Person's Property, and any court, agency, department, commission, board, bureau
or instrumentality of any of them, including monetary authorities which
exercises valid jurisdiction over any such Person or such Person's Property.
Unless otherwise specified, all references to Governmental Authority herein
shall mean a Governmental Authority having jurisdiction over, where applicable,
Borders, the Subsidiaries or any of their Property or the Agent or any Funding
Party.

         "Ground Lease" means, with respect to any Land, the ground lease
between the related Ground Lessor and the Lessor (whether the Lessor is the
original tenant thereunder or the successor by assignment) pursuant to which a
leasehold estate is conveyed in the Land to the Lessor.

         "Ground Lessor" means, as to any Land, the ground lessor of such Land.

         "Guarantee" shall mean (a) a guarantee, an endorsement, a contingent
agreement to purchase or to furnish funds for the payment or maintenance of, or
otherwise to be or become contingently liable under or with respect to, the
Indebtedness, other obligations, net worth, working capital, or earnings of any
Person, (b) a guarantee of the payment of dividends or other distributions upon
the stock or other equity interests of any Person, or (c) an agreement to
purchase, sell, or lease (as lessee or lessor) property or services primarily
for the purpose of enabling a debtor to make payment of such debtor's
obligations or to assure a creditor against loss, including causing a bank or
other financial institution to issue a letter of credit or other similar
instrument for the benefit of another Person, but excluding endorsements for
collection or deposit in the ordinary course of business. The terms "Guarantee"
and "Guaranteed" shall have correlative meanings.

         "Guaranteed Pension Plan" means, any employee pension benefit plan
within the meaning of ss. 3(2) of ERISA maintained or contributed to by any
Borrower or any ERISA Affiliate the benefits of which are guaranteed on
termination in full or in part by the PBGC pursuant to Title IV of ERISA, other
than a Multiemployer Plan.

         "Guarantors" means BGI, and certain Subsidiaries of BGI, in their
capacities as guarantors under the Guaranty Agreement.

         "Guaranty Agreement" means the Guaranty, dated as of June 21, 2002 by
the Guarantors in favor of the Funding Parties.

         "Hazardous Material" means any substance, waste or material which is
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic,
mutagenic or otherwise hazardous, including petroleum, crude oil or any fraction
thereof, petroleum derivatives, by products and other hydrocarbons, or which is
or becomes regulated under any Environmental Law by any


                                      -20-
<PAGE>

Governmental Authority, including any agency, department, commission, board or
instrumentality of the United States, any jurisdiction in which a Leased
Property is located or any political subdivision thereof and also including,
without limitation, asbestos, urea formaldehyde foam insulation, polychlorinated
biphenyls ("PCBs") and radon gas.

         "Hedging Agreement" means any interest rate swap agreement, interest
rate cap agreement, interest rate collar agreement, interest rate futures
contract, interest rate option agreement, interest rate exchange agreement,
forward currency exchange agreement, forward rate currency agreement or other
similar agreement or arrangement to which BGI or any of its Subsidiaries is a
party, designed to protect BGI or any of its Subsidiaries against fluctuations
in interest rates, exchange rates or forward rates.

         "IDB Documentation" means the Bonds, each IDB Lease and all other
agreements, documents, contracts and instruments entered into in connection with
any Bonds or IDB Property.

         "IDB Lease" means a lease between the Lessor and an Authority with
respect to a Leased Property.

         "IDB Property" means each Leased Property that is the subject of Bonds.

         "Indebtedness" means, as to any Person and whether recourse is secured
by or is otherwise available against all or only a portion of the assets of such
Person and whether or not contingent, but without duplication:

                  (a) every obligation of such Person for money borrowed,

                  (b) every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         incurred in connection with the acquisition of property, assets or
         businesses,

                  (c) every reimbursement obligation of such Person with respect
         to letters of credit, bankers' acceptances or similar facilities issued
         for the account of such Person,

                  (d) every obligation of such Person issued or assumed as the
         deferred purchase price of property or services (including securities
         repurchase agreements but excluding trade accounts payable or accrued
         liabilities arising in the ordinary course of business which are not
         overdue or which are being contested in good faith),

                  (e) every obligation of such Person under any Capitalized
         Lease,

                  (f) every obligation of such Person under any Synthetic Lease,

                                      -21-
<PAGE>

                  (g) all sales by such Person of (i) accounts or general
         intangibles for money due or to become due, (ii) chattel paper,
         instruments or documents creating or evidencing a right to payment of
         money or (iii) other receivables (collectively "receivables"), whether
         pursuant to a purchase facility or otherwise, other than in connection
         with the disposition of the business operations of such Person relating
         thereto or a disposition of defaulted receivables for collection and
         not as a financing arrangement, and together with any obligation of
         such Person to pay any discount, interest, fees, indemnities,
         penalties, recourse, expenses or other amounts in connection therewith,

                  (h) every obligation of such Person (an "equity related
         purchase obligation") to purchase, redeem, retire or otherwise acquire
         for value any shares of Capital Stock issued by such Person or any
         rights measured by the value of such Capital Stock,

                  (i) every obligation of such Person under any forward
         contract, futures contract, swap, option or other financing agreement
         or arrangement (including, without limitation, caps, floors, collars
         and similar agreements), the value of which is dependent upon interest
         rates, currency exchange rates, commodities or other indices (a
         "derivative contract"),

                  (j) every obligation in respect of Indebtedness of any other
         entity (including any partnership in which such Person is a general
         partner) to the extent that such Person is liable therefor as a result
         of such Person's ownership interest in or other relationship with such
         entity, except to the extent that the terms of such Indebtedness
         provide that such Person is not liable therefor and such terms are
         enforceable under applicable law,

                  (k) every obligation, contingent or otherwise, of such Person
         guaranteeing, or having the economic effect of guarantying or otherwise
         acting as surety for, any obligation of a type described in any of
         clauses (a) through (j) (the "primary obligation") of another Person
         (the "primary obligor"), in any manner, whether directly or indirectly,
         and including, without limitation, any obligation of such Person (i) to
         purchase or pay (or advance or supply funds for the purchase of) any
         security for the payment of such primary obligation, (ii) to purchase
         property, securities or services for the purpose of assuring the
         payment of such primary obligation, or (iii) to maintain working
         capital, equity capital or other financial statement condition or
         liquidity of the primary obligor so as to enable the primary obligor to
         pay such primary obligation.

         The "amount" or "principal amount" of any Indebtedness at any time of
determination represented by (t) any Indebtedness, issued at a price that is
less than the principal amount at maturity thereof, shall be the amount of the
liability in respect thereof determined in accordance with GAAP, (u) any
Capitalized Lease shall be the principal component of the aggregate of the
rentals obligation under such Capitalized Lease payable over the term thereof
that is not subject to termination by the lessee, (v) any sale of receivables
shall be the amount of unrecovered capital or principal investment of the
purchaser (other than BGI or any of its Wholly-owned


                                      -22-
<PAGE>

Subsidiaries) thereof, excluding amounts representative of yield or Interest
earned on such investment, (w) any Synthetic Lease shall be the stipulated loss
value, termination value or other equivalent amount, (x) any derivative
contract shall be the maximum amount of any termination or loss payment
required to be paid by such Person if such derivative contract were, at the
time of determination, to be terminated by reason of any event of default or
early termination event thereunder, whether or not such event of default or
early termination event has in fact occurred, (y) any equity related purchase
obligation shall be the maximum fixed redemption or purchase price thereof
inclusive of any accrued and unpaid dividends to be comprised in such
redemption or purchase price and (z) any guaranty or other contingent liability
referred to in clause (k) shall be an amount equal to the stated or
determinable amount of the primary obligation in respect of which such guaranty
or other contingent obligation is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof (assuming such
Person is required to perform thereunder) as determined by such Person in good
faith.

         "Indemnitee" means the Agent (in its individual capacity and in its
capacity as Agent), each Lender and the Lessor, and their respective Affiliates,
successors, permitted assigns, permitted transferees, employees, officers,
directors and agents; provided, however, that in no event shall any Lessee or
any Guarantor be an Indemnitee.

         "Investments" means all expenditures made and all liabilities incurred
(contingently or otherwise) for the acquisition of stock or Indebtedness of, or
for loans, advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person. In determining the aggregate
amount of Investments outstanding at any particular time: (a) the amount of any
Investment represented by a guaranty shall be taken at not less than the
principal amount of the obligations guaranteed and still outstanding; (b) there
shall be deducted in respect of each such Investment any amount received as a
return of capital (but only by repurchase, redemption, retirement, repayment,
liquidating dividend or liquidating distribution); (c) there shall not be
deducted in respect of any Investment any amounts received as earnings on such
Investment, whether as dividends, interest or otherwise; (d) there shall not be
deducted from the aggregate a mount of Investments any decrease in the value
thereof; and (e) the amount of any Investment made by a transfer of property
shall be valued at the fair market value of such transferred property at the
time of such transfer.

         "Joinder Agreement" means an agreement substantially in the form of
Exhibit E to the Master Agreement pursuant to which a Subsidiary of BGI shall
become a Lessee or a Guarantor.

         "Joint Venture" shall mean any corporation, partnership, limited
liability company, joint venture or other entity in which BGI and its
Subsidiaries own not more than 50% of the capital stock, partnership interests,
membership interests or other ownership interests and which does not meet the
definition of "Subsidiary" herein.

         "Kmart" means Kmart Corporation, a Michigan corporation.


                                      -23-
<PAGE>

         "Kmart Agreements" means the Kmart Indemnity and the Kmart Tax
Agreement.

         "Kmart Indemnity" means that certain Lease Guaranty, Indemnification
and Reimbursement Agreement, dated May 24, 1995, as amended, among BGI, one or
more of the other Borrowers and Kmart.

         "Kmart Tax Agreement" means that certain Tax Allocation and
Indemnification Agreement, dated May 24, 1995, between BGI and Kmart.

         "Land" means the land described in Schedule I to the related Lease
Supplement.

         "Land Acquisition Costs" with respect to any Leased Property means the
Funded Amounts advanced for the purpose of acquiring the related Land, including
any earnest money deposits and all other amounts payable under the related
Purchase Agreement or Ground Lease, together with all interest, Yield and
transaction expenses allocated to Land Acquisition Costs.

         "Lease" means the Master Lease Agreement, dated as of June 21, 2002,
among the Lessees and the Lessor, together with each Lease Supplement.

         "Lease Balance" means, with respect to all of the Leased Properties, as
of any date of determination, an amount equal to the aggregate sum of the
outstanding Funded Amounts of all Funding Parties, all accrued and unpaid
interest on the Loans, all accrued and unpaid Yield on the Lessor's Invested
Amounts, all unpaid fees owing to the Funding Parties under the Operative
Documents, and all other amounts owing to the Funding Parties by any Guarantor
or any Lessee under the Operative Documents.

         "Lease Financing Rent Expense" means all Basic Rent (as defined in the
Existing Lease Credit Agreement) and Basic Rent (as defined herein) payable by
BGI and its Subsidiaries, as lessee or sublessee under a Financed Lease and any
rent payable by BGI and its Subsidiaries under Ground Leases (as defined in each
of the Existing Lease Credit Agreement and herein).

         "Lease Supplement" is defined in Section 2.2 of the Lease.

         "Lease Term" with respect to any (i) Leased Property that is a
Construction Land Interest, means the period from the Closing Date for such
Leased Property to the Completion Date for such Leased Property (or such shorter
period as may result from earlier termination of the Lease as provided therein)
plus the Base Lease Term therefor and (ii) any other Leased Property, the Base
Lease Term therefor.

         "Lease Termination Date" means the last day of the Lease Term.


                                      -24-
<PAGE>

         "Leased Property" means Land and the related Building(s). For purposes
of the Lease, "Leased Property" means the Land identified in a Lease Supplement
to the Lease and the Buildings related thereto, unless the context provides
otherwise.

         "Leased Property Balance" means, with respect to any Leased Property,
as of any date of determination, an amount equal to the aggregate sum of the
outstanding related Funded Amounts of all Funding Parties, all accrued and
unpaid interest on the related Loans, all accrued and unpaid Yield on the
related Lessor's Invested Amounts, all related unpaid fees owing to the Funding
Parties under the Operative Documents, and all other amounts owing to the
Funding Parties by the related Lessee under the Operative Documents.

         "Lender Affiliate" means, with respect to any Lender, (a) an Affiliate
of such Lender or (b) any Approved Fund.

         "Lender Basic Rent" means, for any Rent Period under the Lease, the
aggregate amount of interest accrued on the Loans pursuant to Section 2.4 of the
Loan Agreement during such Rent Period.

         "Lenders" means such financial institutions as are, or who may
hereafter become, parties to the Loan Agreement as lenders to the Lessor.

         "Lending Office" for each Lender means the office such Lender
designates in writing from time to time to Borders and the Agent.

         "Lessee" is defined in the preamble to the Master Agreement. The
"related" Lessee with respect to any Leased Property means the Lessee that is a
party to the Lease Supplement for such Leased Property or that is leasing such
Leased Property, as the case may be.

         "Lessor" is defined in the preamble to the Master Agreement.

         "Lessor Basic Rent" means, for any Rent Period, the aggregate amount of
Yield accrued and unpaid on the Lessor's Invested Amounts under Section 2.3(a)
of the Master Agreement during such Rent Period.

         "Lessor Fee Letter" means the letter agreement, dated as of June 21,
2002, between Borders and the Lessor.

         "Lessor Liens" means Liens on or against any Leased Property, the
Lease, any other Operative Document or any payment of Rent (a) which result from
any act or omission of, or any Claim against, the Lessor, or any Person claiming
through the Lessor unrelated to the transactions contemplated by the Operative
Documents or from Lessor's failure to perform as required under the Operative
Documents or (b) which result from any Tax owed by the Lessor, or any Person
claiming through the Lessor, except any Tax for which a Lessee is obligated to


                                      -25-
<PAGE>

indemnify (including, without limitation, in the foregoing exception, any
assessments with respect to any Leased Property noted on the related Title
Policy or assessed in connection with any construction or development by a
Lessee or the Construction Agent).

         "Lessor Rate" is defined in the Lessor Fee Letter.

         "Lessor's Invested Amount" means the amounts funded by the Lessor
pursuant to Article II of the Master Agreement that are not proceeds of Loans by
a Lender, as such amount may be increased during the related Construction Term
pursuant to Section 2.3(c) of the Master Agreement.

         "Leverage Ratio" means, as at any date of determination, the ratio of
(a) Consolidated Total Funded Debt outstanding on such date to (b) Consolidated
EBITDA for the Reference Period ending on such date.

         "LIBOR" means, for any Rent Period, with respect to LIBOR Advances the
offered rate for deposits in U.S. Dollars, for a period comparable to the Rent
Period and in an amount comparable to such Advances, appearing on the Telerate
Screen Page 3750 as of 11:00 A.M. (London, England time) on the day that is two
London Business Days prior to the first day of the Rent Period. If two or more
of such rates appear on the Telerate Screen Page 3750, the rate for that Rent
Period shall be the arithmetic mean of such rates. If the foregoing rate is
unavailable from the Telerate Screen for any reason, then such rate shall be
determined by the Agent from the Reuters Screen LIBO Page or, if such rate is
also unavailable on such service, then on any other interest rate reporting
service of recognized standing designated in writing by the Agent to Borders and
the other Lenders; in any such case rounded, if necessary, to the next higher
1/100 of 1.0%, if the rate is not such a multiple.

         "LIBOR Advance" means that portion of the Funded Amount bearing
interest at a rate based on the Adjusted LIBO Rate.

         "Library" means The Library, Ltd., a Missouri corporation.

         "Lien" means any mortgage, deed of trust, security interest, pledge,
hypothecation, assignment, attachment, deposit arrangement, encumbrance, lien
(statutory, judgment or otherwise, but excluding any right of set off pursuant
to agreements entered into in the ordinary course of business), or other
security agreement or preferential arrangement of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any
Capitalized Lease, any Synthetic Lease, any financing lease involving
substantially the same economic effect as any of the foregoing and the filing of
any financing statement under the UCC or comparable law of any jurisdiction).

         "Loan" shall have the meaning specified in Section 2.1 of the Loan
Agreement.


                                      -26-

<PAGE>

         "Loan Agreement" means the Loan Agreement, dated as of June 21, 2002,
among the Lessor, the Agent and the Lenders.

         "Loan Documents" means the Loan Agreement, the Notes, the Assignments
of Lease and Rents, the Mortgages and all documents and instruments executed and
delivered in connection with each of the foregoing.

         "Loan Event of Default" means any of the events specified in Section
5.1 of the Loan Agreement, provided that any requirement for the giving of
notice, the lapse of time, or both, or any other condition, event or act has
been satisfied.

         "Loan Potential Event of Default" means any event, condition or failure
which, with notice or lapse of time or both, would become a Loan Event of
Default.

         "Loss Proceeds" is defined in Section 10.6 of the Lease.

         "Margin Stock" means "margin stock" as defined in Regulation U of the
Board of Governors of the Federal Reserve System.

         "Master Agreement" means the Master Agreement, dated as of June 21,
2002, among the Guarantors, the Lessees, the Lessor, Fleet National Bank, as
Co-Arranger and Syndication Agent, SunTrust, as Co-Arranger, Documentation Agent
and Agent and the Lenders.

         "Material Adverse Effect" means, with respect to any event or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration or governmental investigation or proceeding): (a) a
material adverse effect on the business, properties, prospects, condition
(financial or otherwise), assets, operations or income of any Guarantor or any
of the Lessees, individually or the Guarantors, the Lessees and their
Subsidiaries, taken as a whole; (b) a material adverse effect on the ability of
any of the Guarantors or the Lessees or any of their Subsidiaries, individually
and taken as a whole, to perform any of their respective Obligations under any
of the Operative Documents to which it is a party; (c) any impairment of the
validity, binding effect or enforceability of the Master Agreement or any of the
other Operative Documents or any impairment of the rights, remedies or benefits
available to the Agent or any Funding Party under any Operative Document; (d) a
material adverse effect on the value, utility or useful life of the Leased
Properties as a whole; or (e) a material adverse effect on the priority,
perfection or status of the Agent's or any Funding Party's interest in any
Leased Property or in the Lease, the Guaranty or the Construction Agency
Agreement.

         "Maximum Commitment" means, as to each Funding Party, the amount that
such Funding Party's Commitment (after giving effect to any increases under
Section 2.2(b) of the Master Agreement) shall not exceed at any one time as set
forth for such Funding Party on Schedule 2.2 to the Master Agreement (as it may
be adjusted from time to time pursuant to Article VI of the Master Agreement).


                                      -27-
<PAGE>

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means, with respect to any Leased Property, that certain
mortgage, deed of trust or security deed, dated as of the related Closing Date,
by the Lessor to the Agent, substantially in the form of Exhibit D, attached to
the Master Agreement, with such modifications as are satisfactory to the Lessor
and the Agent in conformity with Applicable Law to assure customary remedies in
favor of the Agent in the jurisdiction where the Leased Property is located.

         "Multiemployer Plan" means any multiemployer plan within the meaning of
ss. 3(37) of ERISA maintained or contributed to by any Borrower or any ERISA
Affiliate.

         "Net Working Capital Changes" means, with respect to BGI and its
Subsidiaries, for any fiscal period and without duplication, the difference
(expressed as a positive or a negative number) of (a) the sum of (i) both billed
and unbilled Accounts Receivable plus (ii) inventory of BGI and its Subsidiaries
and other current assets considered part of working capital in accordance with
GAAP, minus (iii) current accounts payable of BGI and its Subsidiaries, minus
(iv) current accruals and accretions (exclusive of interest accruals and
accretions) of BGI and its Subsidiaries, in each case, for such fiscal period,
minus (b) the sum of (i) both billed and unbilled Accounts Receivable, plus,
(ii) inventory of BGI and its Subsidiaries and other current assets considered
part of working capital in accordance with GAAP, minus (iii) current accounts
payable of BGI and its Subsidiaries, minus (iv) current accruals and accretions
(exclusive of interest accruals and accretions) of BGI and its Subsidiaries, in
each case, for the fiscal period of equal duration immediately prior to such
fiscal period.

         "Notes" means the A Note and the B Note issued by the Lessor under the
Loan Agreement, and any and all notes issued in replacement or exchange therefor
in accordance with the provisions thereof.

         "Obligations" means the indebtedness, obligations and liabilities of
the Guarantors and the Lessees individually or collectively, existing on the
Documentation Date or arising thereafter, direct or indirect, joint or several,
absolute or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or otherwise,
arising or incurred under the Operative Documents.

         "Obligor" means each Guarantor, each Lessee and the Construction Agent.

         "Obligor Group" means collectively, the Lessees and the Guarantors
(including any Subsidiary of BGI which as of any date of determination has
become a Guarantor pursuant to the provisions of the Master Agreement).


                                      -28-
<PAGE>

         "Obligor Group Requirement" means the requirement that Consolidated
Free Cash Flow of the Obligor Group for each Reference Period shall not be less
than 85% of Consolidated Free Cash Flow of BGI and its Subsidiaries for such
Reference Period.

         "Officer's Certificate" of a Person means a certificate signed by the
Chairman of the Board, Chief Executive Officer, the President, any Vice
President, any Senior Vice President, any Administrative Vice President, the
Treasurer, Chief Financial Officer, any Assistant Treasurer, the Controller or
the Secretary of such Person, signing alone.

         "Omnibus Amendment" means, the Omnibus Amendment, dated as of June 21,
2002, among BGI, Borders, Walden, WPI, BPI, Wilmington Trust Company, as owner
trustee, SAM Project Funding Corp. I, PNC Bank, National Association, Bank One,
N.A., Bankers Trust Company, SunTrust, Fleet National Bank, and the lenders
party thereto.

         "OnLine" means Borders OnLine, LLC, a Delaware limited liability
company.

         "Operative Documents" means the Master Agreement, the Guaranty
Agreement, the Purchase Agreements, the Deeds, the Lease, each Security
Agreement and Assignment, the Loan Agreement, the Assignments of Lease and
Rents, the Mortgages, the Notes, the Ground Leases, the Joinder Agreements, the
Disbursement Agreement, the Agent's Fee Letter, the IDB Documentation, the
Construction Agency Agreement, the Lessor Fee Letter and the other documents
delivered in connection with the transactions contemplated by the Master
Agreement.

         "Optional Currency" means each of the following types of currency:
Euros, Australian Dollars ("AUD"), British Pounds Sterling ("GBP"), Canadian
Dollars ("CAD"), Japanese Yen ("JPY"), New Zealand Dollars ("NZD"), or
Singaporean Dollars ("SGD").

         "Outlet" means Borders Outlet, Inc., a Colorado corporation.

         "Overdue Rate" means the lesser of (a) the highest interest rate
permitted by Applicable Law and (b) an interest rate per annum (calculated on
the basis of a 365-day (or 366-day, if appropriate) year equal to 2.0% above the
Base Rate in effect from time to time or, in the case of Yield, 2% above the
Lessor Rate.

         "Partial Purchase Option" is defined in Section 14.1(b) of the Lease.

         "Partnership Agreement" means the Agreement of Limited Partnership of
Atlantic Financial Group, Ltd., dated as of February 28, 1996, among the General
Partner and the persons listed on Schedule A thereto as limited partners.

         "Payment Date" means the last day of each Rent Period.

         "Payment Date Notice" is defined in Section 2.3(d) of the Master
Agreement.


                                      -29-

<PAGE>

         "PBGC" means the Pension Benefit Guaranty Corporation created by
ss. 4002 of ERISA and any successor entity or entities having similar
responsibilities.

         "Permitted Encumbrances" means Liens permitted by Section 5.17 of the
Master Agreement.

         "Permitted Investments" means: (a) direct obligations of the United
States of America, or of any agency thereof, or obligations guaranteed as to
principal and interest by the United States of America, or of any agency
thereof, in either case maturing not more than 90 days from the date of
acquisition thereof; (b) certificates of deposit issued by any Lender or by any
bank or trust company organized under the laws of the United States of America
or any state thereof whose short-term unsecured debt is rated A-1 or better or
P-1 by S&P or Moody's, respectively, and having capital, surplus and undivided
profits of at least $500,000,000, maturing not more than 90 days from the date
of acquisition thereof; (c) commercial paper rated A-1 or better or P-1 by S&P
or Moody's, respectively, maturing not more than one month from the date of
acquisition thereof; (d) commercial paper of any Lender (or any Affiliate
thereof located in the United States of America) that is rated A-1 or better or
P-1 by S&P or Moody's, respectively, maturing not more than one month from the
date of acquisition thereof; (e) repurchase agreements entered into with any
Lender or with any bank or trust company satisfying the conditions of clause (b)
hereof that is secured by any obligation of the type described in clauses (a)
through (d) of this definition; and (f) money market funds acceptable to the
Required Lenders.

         "Permitted Joint Venture Activity" means any Investment by BGI or any
Subsidiary of BGI in any Joint Venture provided that (a) the aggregate amount of
all such Investments does not at any time exceed 15% of Consolidated Tangible
Net Worth, determined as of the last day of the Fiscal Quarter most recently
ended and (b) both before and after giving effect to such Investment, the
Lessees are in compliance with the Obligor Group Requirement.

         "Permitted Lien" means: (a) the respective rights and interest of the
related Lessee, the Lessor, the Agent and any Lender, as provided in the
Operative Documents; (b) Liens for Taxes not assessed or, if assessed, not yet
due and payable, or are being contested in good faith by appropriate
proceedings; (c) repairman's, mechanic's, carrier's or other similar Liens
arising in the ordinary course of business or by operation of law securing
obligations that are not more than 30 days overdue, which have been bonded or
which are being contested in good faith by appropriate proceedings; (d) Lessor
Liens; (e) Liens of subleases permitted by the Lease; (f) Liens arising out of
judgments or awards with respect to which appeals or other proceedings for
review are being prosecuted in good faith and for which adequate provisions have
been made; (g) easements, rights of way and other encumbrances on title to real
property to the extent permitted by the Lease; and (h) Liens described on the
Title Policy delivered in connection with the related Leased Property on the
Closing Date therefor, but only if, in the case of Liens being contested as
described in clause (b), (c) or (f) above, (i) adequate reserves have been
provided by the related Lessee for the payment of the Taxes or other
obligations; and (ii) such proceedings, or the continued existence of such Lien,
do not give rise to any substantial likelihood of the sale,


                                      -30-
<PAGE>

forfeiture or other loss of the related Leased Property or any interests
therein, or any likelihood of criminal liability on the part of the Agent or any
Funding Party.

         "Person" means any individual, corporation, limited liability company,
partnership, limited liability partnership, trust, other unincorporated
association, business, or other legal entity, and any Governmental Authority.

         "Plan" means a defined benefit pension plan under ERISA with respect to
which Borders or any Subsidiary could be held liable by the PBGC for the
Unfunded Liabilities upon termination.

         "Planet" means Planet Music, Inc., a North Carolina corporation.

         "Plans and Specifications" means, with respect to any Building, the
final plans and specifications for such Building, which may be standard forms
for buildings of that type, and, if applicable, referred to by the Appraiser in
the Appraisal, as such Plans and Specifications may be hereafter amended,
supplemented or otherwise modified from time to time.

         "Potential Event of Default" means any event, condition or failure
which, with notice or lapse of time or both, would become an Event of Default.

         "Property" means any and all property, whether real, personal,
tangible, intangible or mixed, both owned and leased pursuant to Capitalized
Leases, of any Person.

         "Purchase Agreement" means with respect to any Land, the purchase
agreement or option agreement, as the case may be, with the Seller for the
conveyance of such Land to the Lessor.

         "Purchase Option" is defined in Section 14.1(a) of the Lease.

         "Quarterly Payment Date" means the last Business Day of each March,
June, September and December of each year.

         "Rating" means the respective rating of each of the Rating Agencies
applicable to the long-term senior unsecured non-credit enhanced debt of
Borders, as announced by the Rating Agencies from time to time.

         "Rating Agency" means either Moody's or S&P.

         "Real Estate" means all real property at any time owned or leased (as
lessee or sublessee) by BGI or any of its Subsidiaries.

         "Reference Period" means, as of any date of determination, the period
of four (4) consecutive fiscal quarters of BGI and its Subsidiaries ending on
such date, or if such date is not


                                      -31-

<PAGE>

a fiscal quarter end date, the period of four (4) consecutive fiscal quarters
most recently ended (in each case treated as a single accounting period).

         "Regulation D" means Regulation D of the Board of Governors of the
Federal Reserve System (or any successor), as the same may be amended or
supplemented from time to time.

         "Regulation U" means Regulation U of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "Regulations" means the income tax regulations promulgated from time to
time under and pursuant to the Code.

         "Related Parties" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's Affiliates.

         "Release" means the release, deposit, disposal or leak of any Hazardous
Material into or upon or under any land or water or air, or otherwise into the
environment, including, without limitation, by means of burial, disposal,
discharge, emission, injection, spillage, leakage, seepage, leaching, dumping,
pumping, pouring, escaping, emptying, placement and the like.

         "Release Date" means, with respect to any Leased Property, the earlier
of (i) the date that the Lease Balance has been paid in full, and (ii) the date
on which the Agent gives written notice to the Lessor that the Lenders release
any and all interest they may have in such Leased Property, and all proceeds
thereof, and any rights to direct, consent or deny consent to any action by the
Lessor with respect to such Leased Property.

         "Rent" means Basic Rent and Supplemental Rent, collectively.

         "Rent Expense" means all fixed rents payable by BGI and its
Subsidiaries, as lessee or sublessee under a lease of Property (other than rents
payable under Financed Leases), exclusive of any amounts required to be paid by
BGI and its Subsidiaries (whether or not designated as rents or additional
rents) on account of maintenance, repairs, insurance, taxes, assessments,
utilities, operating and labor costs, and similar charges. Fixed rents under any
so-called "percentage leases" shall be computed based on the actual amount of
rent paid, and not on the basis of the minimum rents, if any, required to be
paid by the lessee regardless of sales volume or gross revenues. The term Rent
Expense shall exclude any payments made in respect of any Capitalized Lease.

         "Rent Period" means, in the case of Base Rate Advances, the period
from, and including, a Quarterly Payment Date to, but excluding, the next
succeeding Quarterly Payment Date and (y) in the case of LIBOR Advances:


                                      -32-
<PAGE>

         (1)      initially, the period commencing on the borrowing or
                  conversion date, as the case may be, with respect to such
                  LIBOR Advance and ending one, two or three months thereafter,
                  as selected by Borders in its Funding Notice or Payment Date
                  Notice, as the case may be, given with respect thereto; and

         (2)      thereafter, each period commencing on the last day of the next
                  preceding Rent Period applicable to such LIBOR Advance and
                  ending one, two or three months thereafter, as selected by
                  Borders by irrevocable notice to the Agent in its related
                  Payment Date Notice;

provided that:

                  (a) The initial Rent Period for any Funding shall commence on
         the Funding Date of such Funding and each Rent Period occurring
         thereafter in respect of such Funding shall commence on the day on
         which the next preceding Rent Period expires;

                  (b) If any Rent Period would otherwise expire on a day which
         is not a Business Day, such Rent Period shall expire on the next
         succeeding Business Day, provided that if any Rent Period in respect of
         LIBOR Advances would otherwise expire on a day that is not a Business
         Day but is a day of the month after which no further Business Day
         occurs in such month, such Rent Period shall expire on the next
         preceding Business Day;

                  (c) Any Rent Period in respect of LIBOR Advances which begins
         on a day for which there is no numerically corresponding day in the
         calendar month at the end of such Rent Period shall, subject to
         paragraph (d) below, expire on the last Business Day of such calendar
         month;

                  (d) No Rent Period shall extend beyond the Lease Termination
         Date; and

                  (e) At any one time, there shall be no more than eight (8)
         Rent Periods.

         "Report" is defined in Section 7.6 of the Master Agreement.

         "Required Funding Parties" means, at any time, Funding Parties holding
an aggregate outstanding principal amount of Funded Amounts equal to at least
50% of the aggregate outstanding principal amount of all Funded Amounts.

         "Required Lenders" means, at any time, Lenders holding an aggregate
outstanding principal amount of Loans equal to at least 50% of the aggregate
outstanding principal amount of all Loans.


                                      -33-
<PAGE>

         "Requirement of Law" means, as to any Person, the certificate of
incorporation and bylaws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.

         "Responsible Officer" means the Chairman or Vice Chairman of the Board
of Directors, the Chairman or Vice Chairman of the Executive Committee of the
Board of Directors, the President, the Chief Executive Officer, the Chief
Financial Officer, any Senior Vice President or Executive Vice President, any
Vice President, any Administrative Vice President, the Secretary, any Assistant
Secretary, the Treasurer, or any Assistant Treasurer.

         "Restricted Payment" means, in relation to BGI and its Subsidiaries,
any (a) Distribution, or (b) derivatives or other transactions with any
financial institution, commodities or stock exchange or clearinghouse (a
"Derivatives Counterparty") obligating BGI or any of its Subsidiaries to make
payments to such Derivatives Counterparty as a result of any change in market
value of any Capital Stock of BGI or such Subsidiary.

         "Restricted Payment Amount" means (a) an amount not to exceed
$100,000,000 in aggregate amount over the term of the Revolving Credit Agreement
and the sum of $50,000,000 in any Fiscal Year plus (b) the aggregate amount paid
to BGI (whether in cash or in shares of BGI's stock), from time to time and at
any time since the Documentation Date, by officers, employees or directors of
BGI or any of its Subsidiaries in connection with the exercise of options to
purchase shares of BGI's stock, plus (c) the realized tax benefit (as calculated
by BGI in a manner satisfactory to the Agent, for tax years ending after the
Documentation Date resulting from the exercise of such options or resulting from
the lapse of restrictions on (and vesting of rights in) certain shares of BGI's
stock subject to the Management Stock Purchase Plan or any similar successor
plan from time to time and at any time since January 28, 2002. For purposes of
calculating the Restricted Payment Amount, to the extent shares of BGI's stock
are delivered to BGI in payment of the exercise price of options, or in payment
of taxes associated with the exercise of options or the vesting of restricted
shares, such delivered shares are deemed to be repurchased by BGI at fair market
value (as defined in BGI's stock option plan) on the date of delivery to BGI.
Such delivered share repurchases will serve to reduce the available Restricted
Payment Amount.

         "Reuters Screen" means, when used in connection with any designated
page and LIBOR, the display page so designated on the Reuters Monitor Money
Rates Service (or such other page as may replace that page on that service for
the purpose of displaying rates comparable to LIBOR).

         "Revolving Credit Agreement" means the Multicurrency Revolving Credit
Agreement, dated as of June 21, 2002, among BGI, Borders, Walden Book Company,
Inc., BGP (UK) Limited, Borders (UK), Ltd., Borders Australia Pty Ltd, the
lenders listed on Schedule 1 thereto,


                                      -34-
<PAGE>

PNC Bank, National Association, as administrative agent, Fleet National Bank, as
syndication agent, Wachovia Bank, National Association, as co-syndication agent,
Bank One, NA (Main Office Chicago), as documentation agent, with Fleet
Securities, Inc., having acted as arranger.

         "Revolving Credit Loans" has the meaning assigned thereto in the
Existing Participation Agreement.

         "S&P" means Standard & Poor's Ratings Service, a division of The
McGraw-Hill Corporation.

         "Scheduled Construction Termination Date" means with respect to any
Building eighteen (18) months after the Closing Date for the related Land or
such longer term as may be agreed to by the Construction Agent, the Agent and
the Required Lenders, subject to the occurrence of a Construction Force Majeure
Event, but in no event later than the Lease Termination Date.

         "SEC" means the United States Securities and Exchange Commission, or
any successor Governmental Authority.

         "Securities" means any stock, shares, voting trust certificates, bonds,
debentures, notes or other evidences of indebtedness, secured or unsecured,
convertible, subordinated or otherwise, or in general any instruments commonly
known as "securities", or any certificates of interest, shares, or
participations in temporary or interim certificates for the purchase or
acquisition of, or any right to subscribe to, purchase or acquire any of the
foregoing.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securities Exchange Act" means the Securities Exchange Act of 1934, as
amended.

         "Security Agreement and Assignment" means, with respect to any Leased
Property, the Security Agreement and Assignment (Construction Contract,
Architect's Agreement, Permits, Licenses and Governmental Approvals, and Plans,
Specifications and Drawings) from the Construction Agent to the Lessor,
substantially in the form of Exhibit C to the Master Agreement.

         "Seller" means as to any Leased Property, the seller thereof to the
Lessor on the related Closing Date.

         "Solvent" means, with respect to any Person on a particular date, that
on such date (a) the fair value of the Property of such Person is greater than
the total amount of liabilities, including, without limitation, contingent
liabilities, of such Person, (b) the present fair saleable value of the assets
of such Person is not less than the amount that will be required to pay the
probable liability of such Person on its debts as they become absolute and
matured, (c) such Person is able to


                                      -35-
<PAGE>

realize upon its assets and pay its debts and other liabilities, contingent
obligations and other commitments as they mature in the normal course of
business, (d) such Person does not intend to, and does not believe that it will,
incur debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature, and (e) such Person is not engaged in business or a
transaction, and is not about to engage in business or a transaction, for which
such Person's property would constitute unreasonably small capital after giving
due consideration to the prevailing practice in the industry in which such
Person is engaged. In computing the amount of contingent liabilities at any
time, it is intended that such liabilities will be computed at the amount which,
in light of all the facts and circumstances existing at such time, represents
the amount that can reasonably be expected to become an actual or matured
liability.

         "Subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

         "SunTrust Bank" is defined in the preamble to the Master Agreement.

         "Supplemental Rent" means any and all amounts, liabilities and
obligations other than Basic Rent which a Lessee assumes or agrees or is
otherwise obligated to pay under the Lease or any other Operative Document
(whether or not designated as Supplemental Rent) to the Lessor, the Agent, any
Lender or any other party, including amounts under Article XVI of the Lease, and
indemnities and damages for breach of any covenants, representations, warranties
or agreements, and all overdue or late payment charges in respect of any Funded
Amount.

         "Synthetic Lease" means any lease of goods or other property, whether
real or personal, which is treated as an operating lease under GAAP and as a
loan or financing for U.S. income tax purposes.

         "Tax" or "Taxes" is defined in Section 7.4 of the Master Agreement.

         "Tax Code" shall mean the Internal Revenue Code of 1986, as amended
from time to time and any successor statute.

         "Tax Indemnitee" means the Lessor, the Agent, each Lender and their
respective Affiliates, successors, permitted assigns, permitted transferees,
employees, officers, directors


                                      -36-
<PAGE>

and agents thereof, provided, however, that in no event shall any Lessee or
any Guarantor be a Tax Indemnitee.

         "Telerate" means, when used in connection with any designated page and
LIBOR, the display page so designated on the Dow Jones Telerate Service (or such
other page as may replace that page on that service for the purpose of
displaying rates comparable to LIBOR).

         "Title Insurance Company" means the company that has or will issue the
title policies with respect to a Leased Property, which company shall be
reasonably acceptable to the Agent.

         "Title Policy" is defined in Section 3.1 of the Master Agreement.

         "Transaction" means all the transactions and activities referred to in
or contemplated by the Operative Documents.

         "UCC" means the Uniform Commercial Code of Georgia, as in effect from
time to time.

         "Walden" means Walden Book Company, Inc., a Colorado corporation.

         "Wholly-Owned Subsidiary" means any Subsidiary of BGI of which all of
the outstanding shares of capital stock or other equity interests are owned by
BGI (whether directly or through one or more Wholly-owned Subsidiaries of BGI)
except for directors' qualifying shares in jurisdictions where such qualifying
shares are required.

         "Yield" is defined in Section 2.3 of the Master Agreement.

         F. Documentary Conventions. The following provisions shall be
applicable to each Operative Document.

         SECTION 1. Notices. All notices, requests, demands or other
communications to or upon the respective parties to each agreement to which the
Documentary Conventions apply shall be addressed to such parties at the
addresses therefor as set forth in Schedule I hereto, or such other address as
any such party shall specify to the other parties hereto, and shall be deemed to
have been given (i) the Business Day after being sent, if sent by overnight
courier service; (ii) the Business Day received, if sent by messenger; (iii) the
day sent, if sent by facsimile and confirmed electronically or otherwise during
business hours of a Business Day (or on the next Business Day if otherwise sent
by facsimile and confirmed electronically or otherwise); or (iv) three Business
Days after being sent, if sent by registered or certified mail, postage prepaid.

         SECTION 2. Counterparts. Each agreement to which the Documentary
Conventions apply may be executed by the parties thereto in separate
counterparts (including by facsimile), each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.


                                      -37-
<PAGE>

         SECTION 3. Amendments. No Operative Document nor any of the terms
thereof may be terminated, amended, supplemented, waived or modified with
respect to the Lessees or any Funding Party, except (a) in the case of a
termination, amendment, supplement, waiver or modification to be binding on the
Lessees, with the written agreement or consent of Borders, and (b) in the case
of a termination, amendment, supplement, waiver or modification to be binding on
the Funding Parties, with the written agreement or consent of the Required
Funding Parties; provided, however, that

                  (x) notwithstanding the foregoing provisions of this Section
         3, the consent of each Funding Party affected thereby shall be required
         for any amendment, modification or waiver:

                           (i) amending, modifying, waiving or supplementing any
                  of the provisions of Article VI of the Master Agreement or the
                  representations of such Funding Party in Section 4.2 or 4.3 of
                  the Master Agreement or this Section 3 or changing the
                  definition of "Required Funding Parties" or "Required
                  Lenders";

                           (ii) increasing the Commitment of such Funding Party
                  or reducing any amount payable to such Funding Party under the
                  Operative Documents or extending the time for payment of any
                  such amount, including, without limitation, any Rent, any
                  Funded Amount, any fees, any indemnity, the Leased Property
                  Balance, the Lease Balance, any Funding Party Balance,
                  Recourse Deficiency Amount, interest or Yield; or

                           (iii) consenting to any assignment of the Lease or
                  the extension of the Lease Term, releasing any of the
                  collateral assigned to the Agent pursuant to any Mortgage and
                  any Assignment of Lease and Rents (but excluding a release of
                  any rights that the Agent may have in any Leased Property, or
                  the proceeds thereof as contemplated in the definition of
                  "Release Date"), releasing any Lessee from its obligations in
                  respect of the payments of Rent and the Lease Balance,
                  releasing Borders from its obligations under the Guaranty
                  Agreement or the other Operative Documents or changing the
                  absolute and unconditional character of any such obligation;

                  (y) no such termination, amendment, supplement, waiver or
         modification shall, without the written agreement or consent of the
         Lessor, the Agent and the Required Lenders, be made to the Lease or the
         Construction Agency Agreement; and

                  (z) subject to the foregoing clauses (x) and (y), so long as
         no Event of Default has occurred and is continuing, the Lessor, the
         Agent and the Lenders may not amend, supplement, waive or modify any
         terms of the Loan Agreement, the Mortgages and the Assignments of Lease
         and Rents without the consent of Borders (such consent not to be
         unreasonably withheld or delayed); provided that in no event may the
         Loan Agreement be


                                      -38-

<PAGE>

         amended so as to increase the amount of Basic Rent payable by any
         Lessee without the consent of Borders.

         SECTION 4. Headings, etc. The Table of Contents and headings of the
various Articles and Sections of each agreement to which the Documentary
Conventions apply are for convenience of reference only and shall not modify,
define, expand or limit any of the terms or provisions hereof.

         SECTION 5. Parties in Interest. Except as expressly provided therein,
none of the provisions of any agreement to which the Documentary Conventions
apply is intended for the benefit of any Person except the parties thereto and
their respective successors and permitted assigns.

         SECTION 6. GOVERNING LAW. EACH AGREEMENT TO WHICH THE DOCUMENTARY
CONVENTIONS APPLY HAS BEEN DELIVERED IN, AND SHALL IN ALL RESPECTS BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA WITHOUT
REGARD TO CONFLICTS OF LAW PRINCIPLES, EXCEPT AS TO MATTERS RELATING TO THE
CREATION OF LEASEHOLD OR MORTGAGE ESTATES AND THE EXERCISE OF RIGHTS AND
REMEDIES WITH RESPECT THERETO, WHICH SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAW OF THE STATE IN WHICH SUCH ESTATES ARE LOCATED.

         SECTION 7. Severability. Any provision of each agreement to which the
Documentary Conventions apply that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         SECTION 8. Submission to Jurisdiction; Waivers. Each party to an
agreement to which the Documentary Conventions apply hereby irrevocably and
unconditionally:

                  (i) submits for itself and its property in any legal action or
         proceeding relating to the Master Agreement or any other Operative
         Document, or for recognition and enforcement of any judgment in respect
         thereof, to the non-exclusive general jurisdiction of the Courts of the
         State of Georgia sitting in Fulton County, Georgia, the courts of the
         United States of America for the Northern District of Georgia, and
         appellate courts from any thereof; provided that this provision shall
         not limit a party's right to remove such legal action or proceeding
         from a Georgia state court to a Federal court sitting in the Northern
         District of Georgia.

                  (ii) consents that any such action or proceedings may be
         brought to such courts, and waives any objection that it may now or
         hereafter have to the venue of any


                                      -39-
<PAGE>

         such action or proceeding in any court or that such action or
         proceeding was brought in an inconvenient court and agrees not to plead
         or claim the same;

                  (iii) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to such party at its address set forth in Schedule I hereto or
         at such other address of which the other parties hereto shall have been
         notified pursuant to Section 1; and

                  (iv) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law.

         EACH PARTY TO EACH AGREEMENT TO WHICH THE DOCUMENTARY CONVENTIONS APPLY
HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO
SUCH AGREEMENT, ANY OTHER OPERATIVE DOCUMENT OR ANY OF THE TRANSACTIONS
CONTEMPLATED THEREBY.

         SECTION 9. NO ORAL AGREEMENTS. THE OPERATIVE DOCUMENTS EMBODY THE
ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL OTHER
AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER THEREOF. THE OPERATIVE DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES OR ANY COURSE OF PRIOR DEALINGS. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         SECTION 10. Construction. No agreement to which the Documentary
Conventions apply shall be construed more strictly against any one party, it
being recognized that all parties have contributed substantially and materially
to the preparation and negotiations of the Operative Documents.


                                      -40-
<PAGE>

                                   SCHEDULE I

                             ADDRESSES FOR NOTICES

Any Guarantor or any
Lessee:                         Borders Group, Inc.
                                100 Phoenix Drive
                                Ann Arbor, Michigan 48108
                                Attn:  Edward W. Wilhelm, Senior Vice President
                                and Chief Financial Officer
                                Fax No.: 734/477-4246

                                Borders, Inc. 100 Phoenix Drive
                                Ann Arbor, Michigan 48108
                                Attn:  Vice President - Development.
                                Fax No.:

Lessor:                         Atlantic Financial Group, Ltd.
                                2808 Fairmount, Suite 250
                                Dallas, Texas 75201
                                Attn: Stephen Brookshire
                                Fax No.: 214/871-9237

Lenders:                        SunTrust Bank
                                MC: 1928
                                303 Peachtree Street, 10th Floor
                                Atlanta, Georgia  30308
                                Attn: Jonathan Simon
                                Fax No.: 404/588-8506

                                with a copy to:

                                SunTrust Capital Markets, Inc.
                                303 Peachtree Street, Suite 2400
                                MC 3951
                                Atlanta, Georgia 30308
                                Attn: Pete Kantor
                                Fax No.: 404/230-1344


<PAGE>

                                Fleet National Bank
                                100 Federal Street
                                MADE10009A
                                Boston, Massachusetts  02110
                                Attn:  Kathleen A. Dimock
                                Fax No.: 617/-434-6685

                                Wachovia Bank, National Association
                                1339 Chestnut Street
                                PA 4830
                                Philadelphia, Pennsylvania  19107
                                Attn:  Thomas Harper
                                Fax No.: 267/-321-6700

                                U.S. Bank National Association
                                One U.S. Bank Plaza
                                Mail Code SL-TW-12MP
                                St. Louis, Missouri  63101
                                Attn:  Thomas L. Bayer
                                Fax No.: 314/-418-3859

                                Comerica Bank
                                500 Woodward Avenue, 9th floor
                                Detroit, Michigan  48226
                                Attn:  David Bird
                                Fax No.: 313/222-9514

                                Hibernia National Bank
                                313 Carondelet Street, 6th Floor
                                New Orleans, Louisiana  70130
                                Attn:  Matt Breaux
                                Fax No.: 504/533-5344

                                National City Bank
                                155 East Broad Street
                                Columbus, Ohio  43251-0077
                                Attn:  Brian T. Strayton
                                Fax No.: 614/463-8572

                                The Bank of New York
                                One Wall Street
                                8(th) Floor-Retail Industry
                                New York, New York 10286
                                Attn: William M. Barnum
                                Fax No.: 212/635-1483

                                PNC Bank, National Association
                                One PNC Plaza
                                249 Fifth Avenue
                                Pittsburgh, Pennsylvania 15222-2707
                                Attn: Philip Liebscher
                                Fax No.:

                                      -42-


<PAGE>
                                   SCHEDULE 1

                                    LENDERS

                                        DOMESTIC LENDING OFFICE/
LENDER                                  EURODOLLAR LENDING OFFICE
------                                  -------------------------

Fleet National Bank                     100 Federal Street
                                        Boston, MA 02110
                                        Attn: Kathleen Dimock
                                        Tel: 617-434-3830
                                        Fax: 617-434-6685
                                        kathleen_dimock@fleet.com



Bank One, NA (Main Office Chicago)      1 Bank One Plaza
                                        Suite IL1-0086
                                        Chicago, IL 60670
                                        Attn: Christopher M. Murphy
                                        Tel: 312-336-4711
                                        Fax: 312-336-4380
                                        christopher_m_murphy@bankone.com


KeyBank National Association            127 Public Square
                                        Cleveland, OH 44114
                                        Attn: J.T. Taylor
                                        Tel: 216-689-3589
                                        Fax: 216-689-4981
                                        James_Taylor@KeyBank.com

Wachovia Bank, National Association     201 South College St. 17th Fl. - NC1183
                                        Charlotte, NC 28288-1183
                                        Attn: Thomas Harper
                                        Tel: 267-321-6616
                                        Fax: 267-321-6700
                                        TomHarper@wachovia.com



PNC Bank, National Association          PNC Bank, National Association
                                        249 Fifth Avenue
                                        Pittsburgh, PA 15222-2707
                                        Attn: Philip Liebscher
                                        Tel: 412-762-3202
                                        Fax: 412-762-6484
                                        philip.liebscher@pncbank.com


Union Bank of California, N.A.          350 California Street, 6th Floor
                                        San Francisco, CA 94104
                                        Attn: Timothy Streb
                                        Tel: 415-705-7087
                                        Fax: 415-705-5093
                                        timothy.streb@ubcc.com


SunTrust Bank                           303 Peachtree Street NE
                                        10th Floor
                                        Mail Code 1928
                                        Atlanta, GA 30308
                                        Attn: Jonathan Simon
                                        Tel: 404-575-2779
                                        Fax: 404-588-8505
                                        Jonathan.simon@suntrust.com


U.S. Bank National Association          One U.S. Bank Plaza
                                        Mail Code: SL-TW-12MP
                                        St. Louis, MO 63101
                                        Attn: Thomas L. Bayer
                                        Tel: 314-418-3993
                                        Fax: 314-418-3859
                                        thomas.l.bayer@firstar.com
<PAGE>

<TABLE>
<CAPTION>
                                          DOMESTIC LENDING OFFICE/
LENDER                                    EURODOLLAR LENDING OFFICE
------                                    -------------------------
<S>                                       <C>
Comerica Bank                             500 Woodward Ave.
                                          MC 3268
                                          Detroit, MI 48226
                                          Attn: David C. Bird
                                          Tel: 313-222-5060
                                          Fax: 313-222-9514
                                          david c bird@comerica.com

National City Bank                        155 East Broad Street
                                          Columbus, OH 4325l-0077
                                          Attn: Brian T. Strayton
                                          Tel: 614-463-8386
                                          Fax: 614-463-8572
                                          brian.strayton@rationalcity.com

Fifth Third Bank, Eastern Michigan        1000 Town Center
                                          Suite 1500, MD JTWN5F
                                          Southfield, MI 48075
                                          Attn: Michael E. Dolson
                                          Tel: 248-603-0534
                                          Fax: 248-603-0548
                                          michael.dolson@53.com

The Bank of New York                      One Wall Street
                                          8th Floor
                                          New York, NY 10286
                                          Attn: William M. Barnum
                                          Tel: 212-635-1019
                                          Fax: 212-635-1481
                                          Wbarnum@bankofny.com

First Hawaiian Bank                       999 Bishop Street
                                          11th Floor
                                          Honolulu, HI 96813
                                          Attn: Charles L. Jenkins
                                          Tel: 808-525-6289
                                          Fax: 808-525-6372
                                          charles.jenkins@fhwn.com

Fortis Project Finance Ltd                Camomile Court
                                          23 Camomile Street
                                          London, England EC3A 7PP
                                          Attn: Ian Ross
                                          Tel: 011-44-207-444-8387
                                          Fax: 011-44-207-444-8810
                                          Ian.Ross@fortisbank.com
</TABLE>


<PAGE>

                                  SCHEDULE 1(a)

                           COMMITMENTS (CLOSING DATE)

<Table>
LENDER                                  COMMITMENT          COMMITMENT PERCENTAGE
<S>                                    <C>                 <C>
Fleet National Bank                     $55,000,000         14.666667%

Bank One, NA (Main Office Chicago)      $48,000,000         12.800000%

KeyBank National Association            $40,000,000         10.666667%

Wachovia Bank, National Association     $38,000,000         10.133334%

PNC Bank, National Association          $35,000,000          9.333334%

Union Bank of California, N.A.          $35,000,000          9.333334%

SunTrust Bank                            $9,000,000          2.400000%

U.S. Bank National Association          $25,000,000          6.666666%

Comerica Bank                           $25,000,000          6.666666%

National City Bank                      $20,000,000          5.333334%

Fifth Third Bank, Eastern Michigan      $15,000,000          4.000000%

The Bank of New York                    $10,000,000          2.666666%

First Hawaiian Bank                     $10,000,000          2.666666%

Fortis Project Finance Ltd              $10,000,000          2.666666%

TOTAL                                  $375,000,000          100%
</Table>
<PAGE>

                                  SCHEDULE 1(b)

                COMMITMENTS (FOLLOWING: SUNTRUST INCREASE DATE)

<Table>
LENDER                                  COMMITMENT          COMMITMENT PERCENTAGE
<S>                                    <C>                 <C>
Fleet National Bank                     $55,000,000         13.750000%

Bank One, NA (Main Office Chicago)      $48,000,000         12.000000%

KeyBank National Association            $40,000,000         10.000000%

Wachovia Bank, National Association     $38,000,000          9.500000%

PNC Bank, National Association          $35,000,000          8.750000%

Union Bank of California, N.A.          $35,000,000          8.750000%

SunTrust Bank                           $34,000,000          8.500000%

U.S. Bank National Association          $25,000,000          6.250000%

Comerica Bank                           $25,000,000          6.250000%

National City Bank                      $20,000,000          5.000000%

Fifth Third Bank, Eastern Michigan      $15,000,000          3.750000%

The Bank of New York                    $10,000,000          2.500000%

First Hawaiian Bank                     $10,000,000          2.500000%

Fortis Project Finance Ltd              $10,000,000          2.500000%

TOTAL                                  $400,000,000          100%
</Table>
<PAGE>


Borders Group,Inc.
Schedule 4.7 Transitional Letters of Credit
As of 06/21/02

STANDBY LCs

<TABLE>
<CAPTION>
LC#:            Amount:              Beneficiary:                                Expiry Date:
<S>             <C>                  <C>                                         <C>
S900556           4,250,000.00       Travelers Indemnity Company of Connecticut   10/01/2002

S900580*          3,695,321.00 GBP   Fortis Bank SA/BV                            10/01/2002
 *(This is a Foreign Currency LC. Current USD value is $5,413,645.39.)

S900561              16,125.00       Peabody Municipal Light Plant                10/01/2002

S213952           2,701,504.00       Wells Fargo Bank Northwest, N.A              10/01/2002
                                       as Collateral Trustee

S215777           4,812,211.00       Liberty Mutual                               10/01/2002

S242378               4,300.00       Orange and Rockland Utilities, Inc.          10/01/2002
</TABLE>


DOCUMENTARY LCs
<TABLE>
<S>               <C>                <C>                                          <C>
I247843             748,578.86 *     Quality Distributing                         08/30/2002
 *(Original amount of LC: 505,631.00 - Amended 06/14/02)

I247867             160,000.00       Stanley Thomas Associates Inc.               07/28/2002

I248177           3,246,298.70 *     Gold Crest, Inc.                             12/30/2002
 *(Original amount of LC: 3,782,757.00 - Amended 06/04/02)

I248652              81,710.00       K and M International Inc.                   08/30/02

I248758              54,741.00       Goffa International Corp.                    08/26lO2

I249162              88,580.00       Abrams & Company Inc,                        08/15/02

I249622             165,647.00       Gund Inc                                     09/30/02
</TABLE>


<PAGE>

                                  SCHEDULE 7.3

                           TITLE TO PROPERTIES; LEASES


                  [See attached schedule of store locations.]

<PAGE>

                           Attachment to Schedule 7.3

<TABLE>
<S>  <C>                  <C>
223                       Singapore
261  Melbourne            AU
268  Oxford Street        UK
269  Leeds                UK
272  Charing Cross        UK
275  Brighton             UK
283  Glasgow              UK
353  York                 UK
366  Auckland             NZ
399  Bournemouth          UK
400  Cheshire Oaks        UK
403  Sydney               AU
409  Oxford City          UK
459  Chadstone            AU
468  Kingston             UK
469  Cambridge            UK
474  Kinnaird Park        UK
477  Skygarden            AU
478  Adelaide             AU
501  Bisbane              AU
502  Hornsby              AU
505  Islington            UK
511  Thurrock             UK
525  Stockport            UK
528  Watford              UK
535  Knox City (Melbourne Vic) Australia
540  Carlton (Victoria) Australia
     Leicester            UK
     Watford              UK
     South Yarra          Victoria, AU    David Herman's Office
     Sunshine             AU              Sunshine Whse
                          Singapore       Sing DC
     Bristol              Uk              (commitment to lease has been signed
                                            but no actual lease yet)
     Liverpool                            (in negotiation at this time, no
                                            commitment or lease yet)
</TABLE>

<PAGE>

                                  SCHEDULE 7.5

                               RESTRICTED PAYMENTS


1.    Share repurchases in aggregate principal amount of $19,283,782.49.

<PAGE>

                                  SCHEDULE 7.7

                                   LITIGATION

      In August 1998, The Intimate Bookshop, Inc. (Intimate) and its owner,
Wallace Kuralt, filed a lawsuit in the United States District Court for the
Southern District of New York against the Company, Barnes & Noble, Inc., and
others alleging violation of the Robinson-Patman Act and other federal laws, New
York statutes governing trade practices and common law. In response to
Defendants' Motion to Dismiss the Complaint, plaintiff Kuralt withdrew his
claims and plaintiff Intimate voluntarily dismissed all but its Robinson-Patman
claims. Intimate has filed a Second Amended Complaint limited to allegations of
violations of the Robinson-Patman Act. The Second Amended Complaint alleges that
Intimate has suffered $11.3 million or more in damages and requests treble
damages, injunctive and declaratory relief, interest, costs, attorneys' fees and
other unspecified relief. The Company intends to vigorously defend the action.

      Two former employees, individually and on behalf of a purported class
consisting of all current and former employees who worked as assistant managers
in Borders stores in the state of California at any time between April 10, 1996,
and the present, have filed an action against the Company in the Superior Court
of California for the County of San Francisco. The action alleges that the
individual plaintiffs and the purported class members worked hours for which
they were entitled to receive, but did not receive, overtime compensation under
California law, and that they were classified as exempt store management
employees but were forced to work more than 50% of their time in non-exempt
tasks. The Amended Complaint, which names two additional plaintiffs, alleges
violations of the California Labor Code and the California Business and
Professions Code. The relief sought includes compensatory and punitive damages,
penalties, preliminary and permanent injunctions requiring Borders to pay
overtime compensation as required under California and Federal law, prejudgment
interest, costs and attorneys' fees and such other relief as the court deems
proper. The hearing on the motion to certify the action as a class action has
been rescheduled for June 14, 2002. The Company intends to vigorously defend the
action, including contesting the certification of the action as a class action.

      In addition to the matters described above, the Company is from time to
time involved in or affected by other litigation incidental to the conduct of
its businesses. The Company does not believe that any such other litigation will
have a material adverse effect on its liquidity, financial position or results
of operations.

<PAGE>
                                  SCHEDULE 7.14

                          TRANSACTIONS WITH AFFILIATES

                                      None
<PAGE>
                                  SCHEDULE 7.17

                            ENVIRONMENTAL COMPLIANCE

                                      None.
<PAGE>
                                  SCHEDULE 7.18

                               SUBSIDIARIES, ETC.

Subsidiaries of Borders Group, Inc.


<TABLE>
<CAPTION>
SUBSIDIARY                                        STATE OF INCORPORATION                        OWNERSHIP
----------                                        ----------------------                        ---------
<S>                                               <C>                                           <C>
BB Holdings, Inc.                                 Michigan                                      100%
Borders, Inc.                                     Colorado                                      100%
Borders Fulfillment, Inc.                         Delaware                                      100%
Borders Management, LLC                           Delaware                                      100%
Borders Online, LLC                               Delaware                                      100%
Borders Online, Inc.                              Colorado                                      100%
Borders Outlet, Inc.                              Colorado                                      100%
Borders Properties, Inc.                          Delaware                                      100%
WIB Holdings, Inc.                                Michigan                                      100%
Walden Book Company, Inc.                         Colorado                                      100%
Waldenbooks Properties, Inc.                      Delaware                                      100%
Borders (UK) Limited
 formerly Books etc. Limited                      U.K.                                          100%
Borders New Zealand Limited                       New Zealand                                   100%
Borders PTE. Limited                              Singapore                                     100%
Borders Australia PTY Limited                     Australia                                     100%
BGI (UK) Limited                                  U.K.                                          100%
BGP (UK) Limited                                  U.K.                                          100%
Borders Canada, Ltd.                              Canada                                        100%
Evermatch Limited                                 U.K.                                          100%
Books Etc Properties Limited                      U.K.                                          100%
Meridian Books Limited                            U.K.                                          100%
Borders Superstores (UK) Limited                  U.K.                                          100%
Charing Cross Properties Limited                  U.K.                                          100%
</TABLE>
<PAGE>
                               BORDERS GROUP, INC.                 SCHEDULE 7.18
                         WORLDWIDE ORGANIZATIONAL CHART                 PAGE   2
   (INCLUDING INCORPORATION DATES AND LOCATIONS, EMPLOYER IDENTIFICATION AND
                         FOREIGN REGISTRATION NUMBERS)

                                  [FLOW CHART]
<PAGE>
                                  SCHEDULE 9.1

                              EXISTING INDEBTEDNESS

In addition to the Indebtedness described in Section 9.1(a)-(e) and (g)-(m), the
following Indebtedness is outstanding:

<TABLE>
<CAPTION>
                                                                Amount        Current U.S.$
Company               Description                            Outstanding       Equivalent*
-------               -----------                            -----------       -----------
<S>                   <C>                                   <C>               <C>
Borders Australia     Overdraft facility and related        AUD$3,500,000      $2,001,608
Pty Ltd               credit facilities with ANZ
                      Australia

Borders New           Overdraft facility and related         NZ$2,000,000       $977,766
Zealand Limited       credit facilities with ANZ New
                      Zealand

Borders (UK)          Fortis Bank SA overdraft facility     Eng.L5,000,000     $7,296,950
Limited

Borders New           Bank guarantees in favor of New         NZ$90,000         $43,999
Zealand Ltd           Zealand Customs Service

Borders Australia     Bank guarantees in favor of:
Pty Ltd               Haymarkets Tivoli Theaters Pty         AUD$475,000        $271,646
                      Ltd
                      AMP Life Ltd.                          AUD$405,000        $231,614
</TABLE>


*Based on exchange rates posted at www.xe.com on June 7,2002.
<PAGE>
                                  SCHEDULE 9.2

                                 EXISTING LIENS

                                      None.
<PAGE>
                                  SCHEDULE 9.3

                              EXISTING INVESTMENTS

1.    30% ownership of membership interests in Harvest Book Company, LLC.

2.    Approximately 20% ownership of outstanding shares of capital stock of
      Paperchase Products, Ltd.

<PAGE>
[SunTrust Robinson Humphrey Capital Markets LOGO]                     MEMORANDUM

TO:         Lenders to the Borders Group, Inc. Amended and Restated Synthetic
            Lease

FROM:       SunTrust Robinson Humphrey

DATE:       June 6, 2002

SUBJECT:    Synthetic Lease

During a legal review of the existing synthetic lease documents, it has come to
our attention that the Lenders' security interest in the leased properties may
not have been perfected. A contributing factor to this situation is conflicting
provisions within the existing documentation. Section 8.01 (e) of the
Participation Agreement contains a representation that certain documents,
including the Lease, a Memorandum of Lease, and a Reassignment of Leases, will
be recorded and upon recording, such documents will constitute valid and
perfected security interests in the applicable collateral. However, Section 32.7
of the Lease Agreement contains a contradictory statement that the Memorandum of
Lease will be recorded, but the Lease itself will not be recorded. While the
Lease contains language to grant the Lenders mortgage remedies with respect to
the Lessee's interest in the leased properties, the short-form Memorandum of
Lease, the document actually recorded, does not contain such language. As a
result, the Lenders may be left without a perfected security interest in the
Lessee's interest in the leased properties. This issue relates only to the
existing lease transaction and does not impact the new SunTrust-structured
synthetic lease, which shall provide a perfected security interest in all newly
constructed leased properties.

To ameliorate this situation, Borders has agreed that the Lessees will execute
and deliver to SunTrust mortgages or deeds of trust, as appropriate, with
respect to all of the leased properties, and a title report as to all recorded
liens on such leased properties, within 60 days of the closing of the amendment
to the existing synthetic lease documents. The mortgages and deeds of trust will
run directly from the applicable Lessee to the Agent for the benefit of the
lenders, will secure the obligations of the guarantors under the Guarantee and
will perfect the interests of the Lenders in the leased properties so long as
the applicable lessee is found to be the owner thereof. While the Lenders will
not have the benefit of title insurance, Borders will be obligated to deliver a
title report which will list all prior recorded interests in the leased
properties. If Borders fails to execute and deliver the mortgages and deeds of
trust, or fails to deliver the title reports, within such 60 day period, or the
title reports indicate that prior liens exist with respect to the leased
properties (other than customary easements and similar liens and encumbrances on
title, or liens in favor of the Lenders or Wilmington Trust Company, as
trustee), an Event of Default will occur pursuant to the Credit Agreement and,
consequently, each Lease. In addition, the representation in Section 8.01 (e) of
the Participation Agreement will be amended to reflect the fact that each
existing Lease and Assignment of Leases are not recorded.
<PAGE>
As the properties financed in the existing lease are taken out with permanent
financing, Borders will gain availability under the new SunTrust synthetic lease
on a dollar for dollar basis once the existing lease balance is reduced to $75
million. Borders has indicated to SunTrust that it anticipates taking out the
properties with permanent financing fairly quickly. The table below details the
leased property amounts and Borders' anticipated timing of take-out by permanent
financing. As shown, Borders anticipates having only the Agree properties, with
a balance of approximately $47 million, outstanding under the existing lease
after November 1, 2002.


<TABLE>
<CAPTION>
                                 AMOUNT
<S>                            <C>                <C>
Agree Properties                47,118,647.15     Expected to be taken out by
                                                  6/03(1)

Wachovia CTL Properties         44,854,521.69     Expected to be taken out by
Coral Springs, FL                4,825,000.00     11/01/02
Danbury, CT                      2,893,855.17
                                 ------------
     Total (2)                 $99,692,024.01
</TABLE>

(1)   With the exception of a $9.5 million property in Ann Arbor, Michigan,
      which may extend beyond 6/03.

(2)   Of this amount, the Lenders are financing $75,000,000 and SunTrust is
      financing the balance.

Should you have any questions regarding this request, please do not hesitate to
contact Elizabeth Schrock (404.230.1345), Pete Kantor (404.575.2573), or Bob
McMahon (404.230.5433).

Borders and SunTrust greatly appreciate your assistance in this matter.