EXHIBIT 10.51



BORDERS
GROUP, INC.

# INCREASE OF
TOTAL COMMITMENTANDAMENDMENT NO. 2to theMULTICURRENCY
REVOLVING CREDIT AGREEMENT

ThisINCREASE OF TOTAL COMMITMENT AND AMENDMENT NO. 2 dated as of May 20, 2003
(the Amendment) to the MULTICURRENCY REVOLVING
CREDIT AGREEMENT is 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
signatory hereto, PNC Bank, National Association, as administrative agent for
itself and such other lending institutions (the Administrative
Agent), Fleet National Bank, as syndication agent for itself and
such other lending institutions (the Syndication
Agent), 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.

WHEREAS,
the Borrowers, the lending institutions listed on Schedule 1
thereto (the Lenders), the Administrative Agent, the
Syndication Agent, 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
are parties to that certain Multicurrency Revolving Credit Agreement dated as of
June 21, 2002 (as amended and in effect from time to time, the
Credit Agreement);

WHEREAS,
certain Lenders have agreed to increase their Commitments pursuant to
§2.3.2 of the Credit Agreement thus increasing the Total Commitment to
$450,000,000;

WHEREAS,at the Borrowers request, the Lenders and the Bank Agents, subject to
the terms and conditions hereof, have agreed to amend the Credit Agreement as
set forth herein;

NOW,
THEREFORE, the Borrowers, the Lenders and the Bank Agents hereby agree as
follows:

§1. Defined Terms.  Capitalized
terms used herein without definition that are defined in the Credit Agreement
shall have the same meanings herein as in the Credit Agreement.

§2. Amendments to the
Credit Agreement.  The Credit Agreement is hereby amended as follows:

(a)   Amendment of New Synthetic Lease Facility
Definition.  The definition of NewSynthetic LeaseFacility
set forth in §1.1 of the Credit Agreement is
amended by deleting the figure $75,000,000 that appears in such definition and
substituting in place thereof the figure $25,000,000.

(b)   Amendment of Restricted Payment Amount
Definition.  The definition of RestrictedPaymentAmount set forth in §1.1 of the Credit  Agreement is amended and
restated in its entirety to read as follows:

| | Restricted
Payment Amount. Over the term of the Credit Agreement, an amount not to
exceed the sum of (i) $225,000,000 plus (ii) 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 (iii) 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, from time to time
and at any time since the Closing Date, of such options or resulting from the
lapse, from time to time and at any time since the Closing Date, 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. 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.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(c)   Amendment of Total Commitment  Definition. 
The  definition of TotalCommitment set forth in §1.1
of the Credit Agreement is amended by deleting the figure $400,000,000
that appears in such definition and substituting in place thereof the figure 
$450,000,000.

(d)   Amendment of Restrictions on Indebtedness  Covenant.
 Section 9.1(j) of the Credit Agreement is amended by deleting the figure $75,000,000
and substituting in place thereof the figure $25,000,000.

§3.   Increase in Total  Commitment. 
Pursuant to §2.3.2 of the Credit  Agreement,  the Total  Commitment is hereby
increased to $450,000,000 and Schedule 1(b) to the Credit  Agreement is amended by the
Bank Agents and the Borrowers by replacing such schedule in its entirety with
Schedule 1(b) attached hereto.  Effective as of the Effective Date (as defined below),
each Lender shall make such  dispositions and arrangements with each other Lender with respect
to the then outstanding Revolving Credit Loans (the Adjustment) as shall
result in the amount of Revolving Credit Loans owed to each Lender being equal to the
product of such Lender's Commitment Percentage multiplied by the aggregate
Revolving Credit Loans outstanding on the Effective Date (the Adjusted
Amount).  Each of the Borrowers and the Guarantors  hereby agrees that
each Lender's Adjusted  Amount shall be Revolving  Credit Loans owed by the Borrowers
jointly and severally to such Lender as if such Lender had initially made  Revolving
Credit Loans to the Borrowers in the amount of the Adjusted  Amount.  The
Borrowers also hereby jointly and severally agree to pay all amounts  referred to in
§5.10 of the Credit  Agreement  arising in connection with the Adjustment.
Upon the occurrence of the  Adjustment, (a) each of the Bank Agents shall
appropriately adjust its records to reflect each Lender's  Adjusted Amount and (b)
each of the Lenders  shall as soon as  practicable  return to the  Syndication
Agent (for  further  delivery to the  Borrowers  pursuant to §9 hereof)
(i) its existing  Australian  Note,  (ii) its existing UK Note and (ii) its existing
Co-Borrower  Note if such  Lender's  Commitment  has  increased  pursuant to this
Amendment,  each of which shall be replaced by an amended and  restated
Australian  Note,  UK Note or  Co-Borrower  Note,  as  applicable,  to be delivered in
connection with this Amendment and the contemplated  increase and reallocation of the
Total Commitment.  The Lenders shall make any appropriate  adjustments in
payments  received in respect of the Obligations  which are allocable to periods prior
to the Effective Date directly among themselves as shall be necessary to
effect the proper allocation of such payments among the Lenders,  reflecting their
respective portions of the applicable Obligations held by them from time to
time.

§4.   Amendment  Fee. The Borrowers
shall pay to each Lender which returns an executed counterpart signature page to this Amendment to the
Syndication  Agent on or prior to 5:00p.m. (Boston time) on May 14, 2003, an amendment fee
(the Amendment  Fee) equal to eight hundredths of one percent
(.08%) of such Lender's Commitment, as amended hereby.

§5.   Affirmation  of the Borrowers and Guarantors.
Each of the Borrowers hereby affirms its absolute and unconditional promise to pay to each
Lender and the Agents the Loans and all other amounts due under the Notes and the Credit
Agreement as amended hereby, at the times and in the amounts
provided for therein. Each of the Guarantors hereby affirms its guaranty of the Obligations
in accordance with the provisions of the Guaranty.

§6.   Conditions to Effectiveness.
Upon satisfaction of the following conditions, this Amendment shall be deemed effective
as of the date hereof (the Effective Date):

| | (a)  Amendment.This
Amendment shall have been duly executed by the Borrowers, the Guarantors, the
Syndication Agent, the Required Lenders and each Lender directly affected hereby
and delivered to the Syndication Agent.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)  Notes.Each
Lender whose Commitment has increased pursuant to this Amendment shall have
received a duly executed amended and restated Co-Borrower Note in the amount of
such Lenders Commitment and each Lender shall have received a duly
executed (i) amended and restated Australian Note in the amount of such
Lenders Commitment Percentage of the UK/Australian Sublimit and (ii)
amended and restated UK Note in the amount of such Lenders Commitment
Percentage of the UK/Australian Sublimit, which shall, from and after the
Effective Date, be deemed to constitute, respectively, the Co-Borrower Notes,
the Australian Notes and the UK Notes held by such Lenders as referred to in the
Credit Agreement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)  Corporate
Action.The Syndication Agent shall have received
certificates of an appropriate officer of each of the Borrowers and their
Subsidiaries, dated as of the date hereof, certifying as to (i) no amendments,
modifications or supplements to the Governing Documents of any Borrower or
Subsidiary and that such Governing Documents are in full force and effect or
attaching certified copies of any amendments, modifications or supplements
thereto, (ii) the corporate actions taken by each of the Borrowers and their
Subsidiaries authorizing the execution, delivery, and performance hereof, and
(iii) the names, titles, incumbency, and specimen signatures of the officers of
each of the Borrowers and their Subsidiaries authorized to sign this Amendment
on behalf of such Borrower or Subsidiary.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)  Amendment
to Synthetic Lease Facilities.Each
of the Existing Synthetic Lease Facility Documents and the New Synthetic Lease
Documents shall have been amended and such amendments 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 such
amendment. Each of the Existing Synthetic Lease Facility and the New Synthetic
Lease Facility shall have been amended such that the combined principal amount
under each facility does not exceed $25,000,000.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (e)  Payment
of Amendment Fee.The Administrative Agent
shall have received payment of the Amendment Fee by the Borrowers for the
account of the applicable Lenders.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------

§7.   Representations and Warranties.
The Borrowers hereby represent and warrant to the Lenders, the Agents and the Issuing Bank
as follows:

| | (a)  Representations and Warranties in
Credit Agreement.The representations and warranties
of the Borrowers and their Subsidiaries contained in the Credit  Agreement, as amended
hereby, are true and correct on the date  hereof (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 has occurred and is continuing.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)  Authority, No Conflicts,
Etc.The  execution,  delivery and  performance  of this  Amendment
and all related  documents
and the consummation of 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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)  Enforceability of Obligations.
This Amendment, the Notes and the Credit Agreement as amended hereby constitute the legal,
valid and binding  obligations  of each Borrower and each of their  respective
Subsidiaries  party thereto,  enforceable  against each Borrower and each of
their  respective Subsidiaries, in accordance with their respective  terms,
except as limited by bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium, or other laws relating to or affecting creditors'
rights generally,  general equitable principles (whether considered in
equity or at law) and an implied  covenant  of good faith and fair  dealing,
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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

§8.   No Other Amendments.
Except as expressly provided in this Amendment, all of the terms,
conditions and provisions of the Credit Agreement and and the other Loan
Documents  shall remain the same. It is declared and agreed by each of the parties
hereto that the Credit Agreement, as amended hereby,
shall continue in full force and effect, and that this Amendment
and the Credit Agreement shall be read and construed as one instrument.

§9.   Return of Superseded Notes. As soon as practicable upon the effectiveness
of this Amendment, each Lender holding an Australian Note, UK
Note or Co-Borrower Note previously delivered to such Lender under the Credit Agreement
(prior to giving effect to this Amendment) that has been superseded
and replaced by an amended and restated Australian Note, UK Note or Co-Borrower Note,as
applicable, delivered to such Lender pursuant to this Amendment
shall return such superseded note, marked cancelled, to the Borrowers.

§10.   Execution in Counterparts.
 This Amendment may be executed in any number of counterparts and by each party on a
separate counterpart, each of which when so executed and delivered shall be an original,
but all of which together shall constitute one instrument.  In proving this Amendment,
it shall not be necessary to produce or account for more than one such counterpart
signed by the party against whom enforcement is sought.

§11.   Governing Law.
 THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT UNDER SEAL 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 WITHOUT REFERENCE
TO PRICIPLES OF CONFLICTS OR CHOICE OF LAW.

§12.   Headings. 
Headings or captions used in this Amendment are for convenience of reference
only and shall not define or limit the provisions hereof.

§13.   Expenses. The Borrowers
jointly and severally hereby agree to pay to the Syndication Agent, on demand by the
Syndication  Agent, all reasonable out-of-pocket  costs and expenses incurred or sustained
by the Syndication Agent in connection with the preparation of this Amendment (including
reasonable legal fees).

[Reminder of page
intentionally left blank]

IN
WITNESS WHEREOF, the parties have executed this Amendment under seal as of
the date first above written.

|                                            | BORDERS GROUP, INC.                                                                          
|------------------------------------------- | ---------------------------------------------------------------------------------------------
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ EDWARD W. WILHELM                                                                     
|                                            | Name:  Edward W. Wilhelm                                                                     
|                                            | Title:  Senior Vice President
and Chief Financial Officer                                    
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | BORDERS, INC.
WALDEN BOOK COMPANY, INC.                                                      
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ EDWARD W. WILHELM                                                                     
|                                            | Name:  Edward W. Wilhelm                                                                     
|                                            | Title:  Senior Vice President
and 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                                                                             
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | FLEET NATIONAL BANK, individually and as
Syndication Agent and Issuing Bank                  
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ DANIEL PLATT                                                                          
|                                            | Name:  Daniel Platt                                                                          
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | PNC BANK, NATIONAL ASSOCIATION,
individually and as Administrative Agent and Swingline Lender
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ SHARON L. GEFFEL                                                                      
|                                            | Name:  Sharon L. Geffel                                                                      
|                                            | Title:  Assistant Vice President                                                             
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | BANK ONE, NA, (MAIN OFFICE
CHICAGO)individually and as Documentation Agent                   
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ STEVEN P. SULLIVAN                                                                    
|                                            | Name:  Steven P. Sullivan                                                                    
|                                            | Title:  Director                                                                             
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | WACHOVIA BANK, NATIONAL ASSOCIATION
individually and as Co-Syndication Agent                 
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ WILLIAM F. FOX                                                                        
|                                            | Name:  William F. Fox                                                                        
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | COMERICA BANK                                                                                
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ DAVID C. BIRD                                                                         
|                                            | Name:  David C. Bird                                                                         
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | SUNTRUST BANK                                                                                
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ WILLIAM C. HUMPHRIES                                                                  
|                                            | Name:  William C. Humphries                                                                  
|                                            | Title:  Director                                                                             
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | KEYBANK NATIONAL
ASSOCIATION                                                                 
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ JEFFREY DINCHER                                                                       
|                                            | Name:  Jeffrey Dincher                                                                       
|                                            | Title:  Portfolio Mgmt. Officer                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | UNION BANK OF
CALIFORNIA, N.A.                                                               
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ TIMOTHY P. STREB                                                                      
|                                            | Name:  Timothy P. Streb                                                                      
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | U.S. BANK NATIONAL ASSOCIATION                                                               
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ THOMAS L. BAYER                                                                       
|                                            | Name: Thomas L. Bayer                                                                        
|                                            | Title:  Vice
President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | NATIONAL CITY BANK                                                                           
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ BRIAN T. STRAYTON                                                                     
|                                            | Name:  Brian T. Strayton                                                                     
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | FIFTH THIRD BANK,
EASTERN MICHIGAN                                                           
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/s/ MICHAEL DOLSON                                                                        
|                                            | Name:  Michael Dolson                                                                        
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | THE BANK OF NEW YORK                                                                         
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ WILLIAM M. BARNUM                                                                     
|                                            | Name:  William M. Barnum                                                                     
|                                            | Title:  Vice President                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | FIRST HAWAIIAN BANK                                                                          
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:/S/ CHARLES L. JENKINS                                                                    
|                                            | Name:  Charles L. Jenkins                                                                    
|                                            | Title:  Vice President,
Manager                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | FORTIS PROJECT FINANCE LTD                                                                   
|                                            |                                                                                              
|                                            |                                                                                              
|                                            | By:                                                                                          
|                                            | Name:                                                                                        
|                                            | Title:                                                                                       
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|For purposes of
§5 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
and Treasurer |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|BORDERS ONLINE, LLC.                        |                                                                                              
|                                            |                                                                                              
|By: BORDERS, INC., its
Sole Member          |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              
|By:/S/ EDWARD W. WILHELM                    |                                                                                              
|Name:  Edward W. Wilhelm                    |                                                                                              
|Title:  Senior Vice President
and Treasurer |                                                                                              
|                                            |                                                                                              
|                                            |                                                                                              

---

# Schedule 1(b)

# Commitments
(Following SunTrust Increase Date)

|Lender                              | Commitment     | Commitment Percentage
|----------------------------------- | -------------- | ---------------------
|Fleet National Bank                 | $55,000,000.00 | 12.222222%           
|Wachovia Bank, National Association | $48,500,000.00 | 10.777778%           
|Bank One, NA (Main Office Chicago)  | $48,000,000.00 | 10.666667%           
|PNC Bank, National Association      | $45,500,000.00 | 10.111111%           
|SunTrust Bank                       | $43,000,000.00 | 9.555556%            
|KeyBank National Association        | $40,000,000.00 | 8.888889%            
|Union Bank of California, N.A.      | $35,000,000.00 | 7.777778%            
|U.S. Bank National Association      | $30,000,000.00 | 6.666667%            
|Comerica Bank                       | $30,000,000.00 | 6.666667%            
|National City Bank                  | $25,000,000.00 | 5.555556%            
|Fifth Third Bank, Eastern Michigan  | $15,000,000.00 | 3.333333%            
|The Bank of New York                | $15,000,000.00 | 3.333333%            
|First Hawaiian Bank                 | $10,000,000.00 | 2.222222%            
|Fortis Project Finance Ltd          | $10,000,000.00 | 2.222222%            
|Total                               | 450,000,000.00 | 100%