EXHIBIT 10.53



BORDERS
GROUP, INC.

# FIRST AMENDMENT TO
MASTER AGREEMENT

This FIRST AMENDMENT TO MASTER AGREEMENT, dated as of May 20, 2003 (this
Amendment), is among BORDERS GROUP, INC.
(BGI) and certain Subsidiaries of BGI that are party hereto,
as Guarantors (Guarantors), Borders, Inc., and certain other
Subsidiaries of BGI that are party hereto as Lessees (Lessees),
ATLANTIC FINANCIAL GROUP, LTD. (Lessor), certain financial
institutions party hereto, as Lenders (each a Lender and,
collectively, the Lenders), and FLEET NATIONAL BANK, as
Co-Arranger and Syndication Agent, SUNTRUST BANK, a Georgia banking corporation,
as Co-Arranger, Document Agent and Agent for the Lenders.



BACKGROUND

1.   Lessees, Guarantors, Lessor, the Lenders, the
Co-Arrangers, the Syndication Agent, the Documentation Agent and the Agent are parties to
that certain Master Agreement, dated as of June 21, 2002 (as heretofore amended,
the Master Agreement).

2.   The parties hereto desire to amend the Master Agreement
in certain respects as set forth herein.

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 Master Agreement.

Section 2.   Amendment. (a) Section 2.2(c) of the Master Agreement is hereby amended by deleting the
amount $75,000,000 where it appears in subclause (i) of clause (y)
of the first sentence thereof and substituting therefor the amount
$25,000,000.

(b)   The definition of Required Funding Parties
set forth in Appendix A to the Master Agreement is hereby amended by deleting the
percentage 50% where it appears in the second line thereof and
substituting therefor the percentage 75%.

(c)   The definition of Required Lenders set
forth in Appendix A to the Master Agreement is hereby amended by deleting
the percentage 50% where it appears in the second line thereof
and substituting therefor the percentage 75%.

(d)   The definition of Restricted Payment Amount
set forth in Appendix A to the Master Agreement is hereby deleted in its entirety and
the following definition is substituted therefor:

| | 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 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 (iii) 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, from
time to time and at any time since the Documentation Date, of such options or
resulting from the lapse, from time to time and at any time since the
Documentation 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(e)   Schedule 2.2 to the Master Agreement is hereby
amended by deleting such schedule in its entirety and substituting therefor Schedule 2.2
attached hereto.

Section 3.   Departing
Lenders. Each of the financial institutions that was party to the Master
Agreement but is designated on the signature pages hereto as a Departing
Lender shall have no further rights or obligations under the Operative
Documents, 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 Documents (without giving effect
to this Amendment) shall survive in accordance with the terms of the Operative
Documents (without giving effect to this Amendment) to the extent such claims
arose out of events occurring prior to the date hereof.

Section 4.   Notes.
The Notes issued by the Lessor on the Closing Date to the Agent (the
Original Notes) shall be replaced with a new A Note and B Note 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 Documents
shall be deemed to refer to such replacement Notes.

Section 5.   Guarantee;
Representations. The Guarantors hereby affirm their obligations under the
Guaranty after giving effect to this Amendment. Each Guarantor and each Lessee
hereby represents and warrants that, after giving effect to this Amendment, (i)
no Event of 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 Master Agreement and the other Operative Documents 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 6.   Conditions. The effectiveness
of this Amendment shall be conditioned upon
the receipt by the Agent of the following documents, each of which shall be
satisfactory in form and substance to the Agent: (i) the replacement Notes
referred to in Section 4 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 all
accrued interest, costs, expenses and fees of the Departing Lenders in
accordance with the Operative Documents (including their pro rata share of the
Facility Fee due July 1, 2003).

Section 7.   Miscellaneous. This Amendment
shall be governed by, and construed in
accordance with, the laws of the state of Georgia. This Amendment may be
executed by the parties hereto 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 one and the same agreement.
The Operative Documents, as amended hereby, remain in full force and effect. Any
reference to any Operative Document from and after the date hereof shall be
deemed or referred to such Operative Documents and amended hereby, unless
otherwise expressly stated.

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                              
| |                                                                          
| |                                                                          
| |                                                                          
| | PLANET MUSIC, INC., as a
Guarantor                                       
| |                                                                          
| |                                                                          
| | By:/S/ EDWARD W. WILHELM                                                 
| | Name Printed:  Edward W. Wilhelm                                         
| | Title:  Senior Vice President
and Treasurer                              
| |                                                                          
| |                                                                          
| |                                                                          
| | BORDERS PROPERTIES, INC.,
as a Guarantor                                 
| |                                                                          
| |                                                                          
| | By:/S/ EDWARD W. WILHELM                                                 
| | Name Printed:  Edward W. Wilhelm                                         
| | Title:  Senior Vice President
and Treasurer                              
| |                                                                          
| |                                                                          
| |                                                                          
| | WALDENBOOKS PROPERTIES, 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                              
| |                                                                          
| |                                                                          
| |                                                                          
| | WALDEN BOOK COMPANY, INC.,
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                              
| |                                                                          
| |                                                                          
| |                                                                          
| | ATLANTIC FINANCIAL GROUP, LTD.,
as Lessor                                
| |                                                                          
| | By:Atlantic Financial Managers, Inc.,
its General Partner                
| |                                                                          
| |                                                                          
| | By:/S/ STEPHEN BROOKSHIRE                                                
| | Name Printed:  Stephen Brookshire                                        
| | Title:  President                                                        
| |                                                                          
| |                                                                          
| |                                                                          
| | SUNTRUST BANK,
as Co-Arranger, Documentation Agent, Agent and as 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 Departing 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 2.2



AMOUNT OF EACH FUNDING PARTY'S
COMMITMENT AND MAXIMUM COMMITMENT

|Lessor Commitment Percentage:                  | 5%         
|---------------------------------------------- | -----------
|Lender Commitment Percentages:                 |            
|SunTrust Bank                                  | 15%        
|Hibernia National Bank                         | 20%        
|Merrill Lynch Buisness Financial Services Inc. | 60%        
|Lessor Maximum Commitment:                     | $1,250,000 
|Lender Maximum Commitments:                    |            
|SunTrust Bank                                  | $3,750,000 
|Hibernia National Bank                         | $5,000,000 
|Merrill Lynch Buisness Financial Services Inc. | $15,000,000