EXHIBIT 10.52



BORDERS
GROUP, INC.

# OMNIBUS
AMENDMENT NO. 2

This OMNIBUS AMENDMENT NO. 2, dated as of May 20, 2003 (this
Amendment), is among BORDERS GROUP, INC. (the
Company), BORDERS, INC. (Borders), WALDEN BOOK COMPANY,
INC. (Walden), WALDENBOOKS PROPERTIES, INC. (WPI),
BORDERS PROPERTIES, INC. (BPI), WILMINGTON TRUST COMPANY, not in its
individual capacity, except as expressly stated herein, but solely as Owner
Trustee (Owner Trustee), SAM PROJECT FUNDING CORP. I, as Investor
(Investor), SUNTRUST BANK, as Co-Arranger, Administrative Agent
(Administrative Agent), Real Estate Administrative Agent (Real
Estate Administrative Agent) and Documentation Agent (Documentation
Agent), FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), as Co-Arranger
(together with SunTrust Bank, each a Co-Arranger and collectively,
Co-Arrangers) and Syndication Agent (Syndication Agent),
and the Lenders party thereto (the Lenders).

# BACKGROUND

1.   The Company, Borders, Walden, WPI, BPI, Owner Trustee,
Investor, Administrative Agent, Syndication Agent, Real Estate Administrative Agent,
Documentation Agent and certain of the Lenders are parties to that certain Participation
Agreement, dated as of November 22, 1995, which was Amended and
Restated October 17, 1997, and which was amended pursuant to the Omnibus Amendment
dated as of June 21, 2002 (as heretofore amended, the Participation
Agreement).

2.   Owner Trustee, as Borrower, Administrative Agent,
Syndication Agent and Real Estate Administrative Agent are parties to that certain Credit
Agreement, dated as of November 22, 1995, which was Amended and Restated as of October 17, 1997,
and which was amended pursuant to the Omnibus Amendment
dated as of June 21, 2002  (as heretofore amended, the Credit Agreement).

3.   The parties hereto desire to amend the Participation
Agreement, the Credit Agreement and certain other Operative Agreements (as defined below) in
order to decrease the facility provided thereunder and reallocate the outstanding amounts of
the Loans among the Lenders.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.   Definitions. Capitalized terms
used in this Amendment and not otherwise defined herein shall have the meanings assigned thereto in the
Participation Agreement.

Section 2.   Certain Definitions. 
Appendix A is hereby amended by deleting the definitions
Aggregate Commitment Amount, New Synthetic Lease
Facility, Required Lenders and Restricted Payment
Amount and the following definitions are substituted therefor:

| | Aggregate Commitment Amount
shall mean $25,000,000, as such amount may be increased or decreased
pursuant to the Credit Agreement.
| | ------------------------------------------------------------------------------------------------------------------------------------

| | New Synthetic Lease Facility
shall mean the Synthetic Lease facility
agented by SunTrust Bank to be entered into by the Company and certain of its
Subsidiaries on June 21, 2002 pursuant to the New Synthetic Lease Documents with
a total facility amount not to exceed $25,000,000.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Required
Lenders shall mean (i) Lenders whose Commitments aggregate 80% of the
Commitments of all of the Lenders, or (ii) if the Commitments shall have been
terminated, Lenders whose outstanding Loans aggregate 80% of the total principal
amount of outstanding Loans hereunder.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Restricted
Payment Amount means, over the term of the Revolving Credit Agreement,
an amount not to exceed the sum of (i) $225,000,000 plus (ii) the aggregate
amount paid to the Company (whether in cash or in shares of the Companys
stock), from time to time and at any time since the Omnibus Amendment Effective
Date, by officers, employees or directors of the Company or any of its
Subsidiaries in connection with the exercise of options to purchase shares of
the Companys stock, plus (iii) the realized tax benefit (as
calculated by the Company in a manner satisfactory to the Agent) for tax years
ending after the Omnibus Amendment Effective Date, resulting from the exercise,
from time to time and at any time since the Omnibus Amendment Effective Date, of
such options or resulting from the lapse, from time to time and at any time
since the Omnibus Amendment Effective Date, of restrictions on (and vesting of
rights in) certain shares of the Companys stock subject to the Management
Stock Purchase Plan or any similar successor plan. For purposes of calculating
the Restricted Payment Amount, to the extent shares of the Companys stock
are delivered to the Company 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 the
Company at fair market value (as defined in the Companys stock option
plan) on the date of delivery to the Company. Such delivered share repurchases
will serve to reduce the available Restricted Payment Amount.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 3.   Aggregate Limit on Loans. 
(a) Section 2.01 of the Participation Agreement is hereby amended by
deleting the amount $100,000,000 where
it appears in clause (a) of the first sentence thereof and substituting
therefor the amount $25,000,000.

(b)   Section 2.02 of the Participation Agreement
is hereby amended by deleting the amount $100,000,000 where it appears in the third
line thereof and substituting therefor the amount $25,000,000.

Section 4.   Amendment of
Commitments. Section 12.01 of the Credit Agreement is hereby amended
by deleting the amount $100,000,000 where it appears in clause
(ii) of the second sentence thereof and substituting therefor the amount
$25,000,000.

Section 5.   Amendment of
Guarantee. Section 12.01(j) of the Guarantee is hereby amended by
deleting the amount $75,000,000 where it appears in the last line
thereof and substituting therefore the amount $25,000,000.

Section 6.   Commitments;
Departing Lenders. Schedule II to the Credit Agreement is hereby
amended by deleting it in its entirety and substituting therefor Schedule
II attached hereto. On the date hereof, the Lenders that are listed on
Schedule II attached hereto (the Remaining Lenders)
shall make payments to the Administrative Agent, who shall distribute such
payments to the other Lenders (including the Departing Lenders) as prepayments
of the principal of such other Lenders Revolving Credit Loans and Swing
Loans, such that, after giving effect to such payment and distributions, each
Lenders outstanding Revolving Credit Loans shall be equal to the product
of (A) aggregate outstanding Revolving Credit Loans times (B) such
Lenders Ratable Share. Such payment shall be made in immediately available
funds to such account as the Administrative Agent shall specify to the Lenders.
Each of the financial institutions that was party to the Participation Agreement
and the Credit Agreement but is designated on the signature pages hereto as a
Departing Lender hereby acknowledges receipt as of the date hereof
of the amounts distributable to it pursuant to this Section, and in connection
therewith such Departing Lender shall have no further rights or obligations
under the Operative Agreements, except that all claims of the Departing Lenders
pertaining to the representations, warranties, covenants and indemnities of the
Borrower, the Guarantors and the Lessees under the Operative Agreements (without
giving effect to this Amendment) shall survive in accordance with the terms of
the Operative Agreements (without giving effect to this Amendment) to the extent
such claims arose out of events occurring prior to the date hereof.

Section 7.   Notes.
The Notes issued by the Borrower on the Omnibus Amendment Effective Date to the
Administrative Agent (the Original Notes) shall be replaced
with Tranche A Note and Tranche B Note issued by the Borrower to the
Administrative Agent for the benefit of the Lenders; upon such replacement, such
Original Notes shall be deemed to be cancelled. Any reference to the Notes in
the Operative Agreements shall be deemed to refer to such replacement Notes.

Section 8.   Guarantee;
Representations. The Guarantors hereby affirm their obligations under the
Guarantee after giving effect to this Amendment. Each Guarantor and each Lessee
hereby represents and warrants that, after giving effect to this Amendment, (i)
no Lease Event of Default, Event of Default, Lease Default or Default has
occurred and is continuing or will result from this Amendment, (ii) there shall
not have occurred any event that could reasonably be expected to have a Material
Adverse Effect since the Balance Sheet Date, and (iii) each representation and
warranty of each Guarantor and each Lessee contained in the Participation
Agreement and the other Operative Agreements is true and correct in all material
respects on the date hereof as though made on and as of the date hereof, except
to the extent such representations or warranties relate solely to an earlier
date, in which case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date.

Section 9.   
Conditions. The effectiveness of this Amendment shall be conditioned upon
the receipt by the Administrative Agent of the following documents, each of
which shall be satisfactory in form and substance to the Administrative Agent:
(i) the replacement Notes referred to in Section 7 of this Amendment
executed by the Borrower; (ii) certificates of an appropriate officer of each of
the Guarantors and the Lessees, dated as of the date hereof, certifying as to
(A) no amendments, modifications or supplements to the Governing Documents of
any Guarantor or Lessee and that such Governing Documents are in full force and
effect or attaching certified copies of any amendments, modifications or
supplements thereto, (B) the corporate actions taken by each of the Guarantors
and the Lessees authorizing the execution, delivery, and performance hereof, and
(C) the names, titles, incumbency, and specimen signatures of the officers of
each of the Guarantors and the Lessees authorized to sign this Amendment on
behalf of such Guarantor or Lessee; and (iii) receipt by the Departing Lenders
of the prepayment amounts of Revolving Credit Loans and Swing Loans described in
Section 6 hereof, together with the payment by the Lessees and the
Guarantors of all accrued interest, costs, expenses and fees of the Departing
Lenders in accordance with the Operative Agreements (including their pro rata
share of the Facility Fee due July 1, 2003.

Section 10.   
Miscellaneous. This Amendment shall be governed by, and construed in
accordance with, the laws of the state of New York. This Amendment may be
executed by the parties hereto and separate counterparts, (including by
facsimile), each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one in the same agreement.
The Operative Agreements, as amended hereby, remain in full force and effect and
are hereby ratified by each of the parties hereto. Any reference to any
Operative Agreement from and after the date hereof shall be deemed to refer to
such Operative Agreements as amended hereby, unless otherwise expressly stated.
The Company hereby agrees to promptly pay, or reimburse the Administrative Agent
and the Lenders for all costs and expenses, including reasonable legal fees and
disbursements, incurred by such Person in connection with this Amendment.

Section 11.   Instruction
to Owner Trustee. Each of the undersigned Lessees and Agents (the
Instructing Parties), by executing its counterpart of this
Amendment hereby authorizes and instructs the Owner Trustee to execute and
deliver this Amendment, the Tranche A Note and the Tranche B Note pursuant to
Section 4.2 of the Trust Agreement. Each of the undersigned Instructing Parties
hereby certifies that it has reviewed and approved of this Amendment, the
Tranche A Note and the Tranche B Note, and this instruction and such action by
the Owner Trustee pursuant to this instruction are not contrary to any
obligation of the Owner Trustee, and are consistent with, permitted by and in
compliance with each of the Operative Agreements. In order to induce the Owner
Trustee to take the foregoing actions, each of the undersigned Lessees hereby
agrees to indemnify Wilmington Trust Company, its directors, officers,
employees, and agents (each, an Indemnitee) for, and agrees to hold
each Indemnitee harmless against, any liability, loss or expense (including,
without limitation, legal and other professional fees and expenses) incurred by
an Indemnitee in connection with or arising out of the taking by Wilmington
Trust Company, as Owner Trustee, of the foregoing actions. In addition, the
undersigned Lessees hereby consent to the taking by the Owner Trustee of the
foregoing actions.

IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by
their respective duly authorized officers as of the year first above written.

| | BORDERS GROUP, INC.,
as a Guarantor                                                  
| | -------------------------------------------------------------------------------------
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Chief Financial Officer                            
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | BORDERS, INC., as a
Lessee and a Guarantor                                           
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | WALDEN BOOK COMPANY, INC., as a
Lessee and a Guarantor                               
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | WALDENBOOKS PROPERTIES, INC.,
as a Lessee and a Guarantor                            
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | BORDERS PROPERTIES, INC.,
as a Lessee and a Guarantor                                
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | PLANET MUSIC, INC., as a
 Guarantor                                                  
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | BORDERS ONLINE,LLC., as a
Guarantor                                                  
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | BORDERS OUTLET, INC.,
as a Guarantor                                                 
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | BORDERS FULFILLMENT, INC.,
as a Guarantor                                            
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | THE LIBRARY, LTD.,
as a Guarantor                                                    
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | BORDERS ONLINE, INC.,
as a Guarantor                                                 
| |                                                                                      
| |                                                                                      
| | By:/S/ EDWARD W. WILHELM                                                             
| | Name Printed:  Edward W. Wilhelm                                                     
| | Title:  Senior Vice President
and Treasurer                                          
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | WILMINGTON TRUST COMPANY,
not in its individual capacity, but solely as Owner Trustee
| |                                                                                      
| |                                                                                      
| | By:/S/ JOSEPH B. FELL                                                                
| | Name Printed:  Joseph B. Fell                                                        
| | Title:  Assistant Vice
President                                                     
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | SAM PROJECT FUNDING CORP. I                                                          
| |                                                                                      
| |                                                                                      
| | By:/S/ LORI GEBRON                                                                   
| | Name Printed:  Lori Gebron                                                           
| | Title:  Vice
President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | SUNTRUST BANK, as Co-Arranger,
Documentation Agent, Administrative Agent and a Lender
| |                                                                                      
| |                                                                                      
| | By:/S/ WILLIAM C. HUMPHRIES                                                          
| | Name Printed:  William C. Humphries                                                  
| | Title:  Director                                                                     
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | FLEET NATIONAL BANK, as Co-Arranger
and Syndication Agent                            
| |                                                                                      
| |                                                                                      
| | By:                                                                                  
| | Name Printed:                                                                        
| | Title:                                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | PNC BANK NATIONAL ASSOCIATION,
as a Departing Lender                                 
| |                                                                                      
| |                                                                                      
| | By:/S/ SHARON L. GEFFEL                                                              
| | Name Printed:  Sharon L. Geffel                                                      
| | Title:  Assistant
Vice President                                                     
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | COMERICA BANK,
as a Departing Lender                                                 
| |                                                                                      
| |                                                                                      
| | By:/S/ DAVID C. BIRD                                                                 
| | Name Printed:  David C. Bird                                                         
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | HIBERNIA NATIONAL BANK,
as a Lender                                                  
| |                                                                                      
| |                                                                                      
| | By:/S/ LAURA K. WATTS                                                                
| | Name Printed:  Laura K. Watts                                                        
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | THE BANK OF NEW YORK,
as a Lender                                                    
| |                                                                                      
| |                                                                                      
| | By:/S/ WILLIAM BARNUM                                                                
| | Name Printed:  William Barnum                                                        
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | U.S. BANK NATIONAL ASSOCIATION,
as a Departing Lender                                
| |                                                                                      
| |                                                                                      
| | By:/S/ THOMAS L. BAYER                                                               
| | Name Printed:  Thomas L. Bayer                                                       
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | WACHOVIA BANK, NATIONAL ASSOCIATION,
as a Departing Lender                           
| |                                                                                      
| |                                                                                      
| | By:/S/ WILLIAM F. FOX                                                                
| | Name Printed:  William F. Fox                                                        
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | NATIONAL CITY BANK,
as a Departing Lender                                            
| |                                                                                      
| |                                                                                      
| | By:/S/ BRIAN R. STRAYTON                                                             
| | Name Printed:  Brian R. Strayton                                                     
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      
| | MERRILL LYNCH BUSINESS
FINANCIAL SERVICES INC., as a Lender                          
| |                                                                                      
| |                                                                                      
| | By:/S/ RANDALL R. MECK                                                               
| | Name Printed:  Randall R. Meck                                                       
| | Title:  Vice President                                                               
| |                                                                                      
| |                                                                                      
| |                                                                                      

---



SCHEDULE II



Commitments of Lenders

|Name of Lender                                 | Address for Notices                                                                                     | Amount of Commitment | Ratable Share
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------- | -------------------- | -------------
|SunTrust Bank                                  | 303 Peachtree Street
Atlanta, GA  30308
Attn.: Jonathan Simon
Fax No.: 404/588-8506                     | $5,000,000           | 20%          
|                                               |                                                                                                         |                      |              
|Hibernia National Bank                         | 313 Carondelet Street
6th Floor
New Orleans, Louisiana  70130
Attn:  Matt Breaux
Fax No.: 504/533-5344  | $5,000,000           | 20%          
|                                               |                                                                                                         |                      |              
|Merrill Lynch Business Financial Services Inc. | 222 North LaSalle Street
17th Floor
Chicago, Illinois  60601
Attn:  Valerie Moore
Fax No.: 312/269-1379 | $15,000,000          | 60%