Exhibit 10.25 Increase of Total Commitment and Amendment No. 1 dated as of
      October 28, 2005


    INCREASE
      OF TOTAL COMMITMENT 

    AND

    AMENDMENT
      NO. 1

    to
      the

    AMENDED
      AND RESTATED MULTICURRENCY REVOLVING CREDIT AGREEMENT

    


    This
      INCREASE OF TOTAL COMMITMENT AND AMENDMENT NO. 1,
      dated
      as of October 28, 2005 (the "Amendment"),
      to
      the AMENDED
      AND RESTATED MULTICURRENCY REVOLVING
      CREDIT AGREEMENT
      is by
      and among (a) BORDERS
      GROUP, INC.
      (“BGI”),
      a
      Michigan corporation, BORDERS,
      INC.,
      a
      Colorado corporation (“Borders”),
      WALDEN
      BOOK COMPANY, INC.,
      a
      Colorado corporation (“Walden”),
      BGP
      (UK) LIMITED,
      a
      company with limited liability organized under the laws of England
      (“BGP (UK)”
      and
      together with BGI, Borders and Walden, the “Co-Borrowers”),
      (b)
BORDERS
      (UK) LIMITED,
      a
      company with limited liability organized under the laws of England (the
“UK
      Borrower”),
      (c)
BORDERS
      AUSTRALIA PTY LIMITED, a
      company
      organized under the laws of Australia (the “Australian
      Borrower”),
      (d)
      any other Subsidiary of BGI which becomes a Borrower hereunder pursuant to
§5.16
      (together with the Co-Borrowers, the UK Borrower and the Australian Borrower,
      the “Borrowers”),
      (e)
      the lending institutions listed from time to time on Schedule 1
      (the
“Lenders”),
      (f)
FLEET
      RETAIL GROUP, LLC
      (formerly known as Fleet Retail Group, Inc.), as
      administrative agent and as collateral agent for itself and such other lending
      institutions (the “Administrative
      Agent”),
      (g)
JPMORGAN
      CHASE BANK, N.A. and
      WELLS
      FARGO RETAIL FINANCE, LLC,
      each as
      a syndication agent for itself and such other lending institutions
      (collectively, the "Co-Syndication
      Agents"),
      (h)
GENERAL
      ELECTRIC CAPITAL CORPORATION and
      NATIONAL
      CITY BUSINESS CREDIT, INC.,
      each as
      documentation agent for itself and such other lending institutions
      (collectively, the "Co-Documentation
      Agents")
      and
      (i) BANK
      OF AMERICA, N.A.,
      successor by merger to Fleet National Bank, as an Issuing Bank hereunder, and
      with BANC
      OF AMERICA SECURITIES LLC and JPMORGAN SECURITIES INC., as
      Co-Lead Arrangers. Capitalized terms used herein and not otherwise defined
      shall
      be defined as provided in §1.

    


    WHEREAS,
      the
      Borrowers, the Lenders, and the Agents are parties to that certain Amended
      and
      Restated Multicurrency Revolving Credit Agreement dated as of July 30, 2004
      (as
      amended and in effect from time to time, the “Credit
      Agreement”);

    


    WHEREAS,
      each of
      the Lenders have agreed to increase their Commitments pursuant to §2.3.2 of the
      Credit Agreement thus increasing the Total Commitment to
      $700,000,000;

    


    WHEREAS,
      at
      the
      Borrowers’ request, the Lenders and the 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 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.
      On the
      Effective Date (as defined below), the Credit Agreement is hereby amended as
      follows:

    


    (a)  Amendment
      of “Aggregate Borrowing Base” Definition.  The
      definition of “Aggregate
      Borrowing Base”
      set
      forth in §1.1 of the Credit Agreement is amended by (i) deleting the reference
      to “85%” in clause (a) of such definition (relating to Eligible Credit Card
      Receivables) and substituting “90%” in lieu thereof; (ii) deleting the reference
      to “73%” in clause (b)(y)(i) of such definition and substituting “71%” in lieu
      thereof; (iii) deleting the text “September 1 of any year through November 30 of
      such year” in clause (b)(y)(i) of such definition and substituting “October 1 of
      any year through December 31 of such year” in lieu thereof; and (iv) deleting
      the reference to “66%” in clause (b)(y)(ii) of such definition and substituting
“64%” in lieu thereof. 

    


    (b)  Amendment
      of “Applicable Margin” Definition.  The
      definition of “Applicable
      Margin”
      set
      forth in §1.1 of the Credit Agreement is amended by deleting the table set forth
      therein and substituting in place thereof the table set forth
      below:

    


    
      	
               

               

               

               

              Level

            	
              Excess
                Availability

               

            	
               

               

              Base
                Rate Loans

            	
               

               

              Eurocurrency

              Rate

              Loans

            	
               

              Standby

              Letter
                of

              Credit

              Fees

            	
               

              Documentary

              Letter
                of

              Credit

              Fees

            
	
              I

            	
              Greater
                than or equal to $250,000,000

            	
               

              0%

            	
               

              1.00%

            	
               

              1.00%

            	
               

              0.500%

            
	
              II

            	
              Greater
                than or equal to $100,000,000 but less than $250,000,000

            	
               

              0%

            	
               

              1.25%

            	
               

              1.25%

            	
               

              0.625%

            
	
              III

            	
              Less
                than $100,000,000

            	
               

              0%

            	
               

              1.50%

            	
               

              1.50%

            	
               

              0.750%

            


    

    


    (c)  Amendment
      of “Authorized Officers” Definition.  The
      definition of “Authorized
      Officers”
      set
      forth in §1.1 of the Credit Agreement is amended by adding the text “, Associate
      Director, Treasury“ immediately after the text “Vice President - Finance and
      Asset Protection” in such definition.

    


    (d)  Amendment
      of “Domestic Borrowing Base” Definition.  The
      definition of “Domestic
      Borrowing Base”
      set
      forth in §1.1 of the Credit Agreement is amended by (i) deleting the reference
      to “85%” in clause (a) of such definition (relating to Eligible Credit Card
      Receivables) and substituting “90%” in lieu thereof; (ii) deleting the reference
      to “73%” in clause (b)(y)(i) of such definition and substituting “71%” in lieu
      thereof; (iii) deleting the text “September 1 of any year through November 30 of
      such year” in clause (b)(y)(i) of such definition and substituting “October 1 of
      any year through December 31 of such year” in lieu thereof; and (iv) deleting
      the reference to “66%” in clause (b)(y)(ii) of such definition and substituting
“64%” in lieu thereof.

    


    (e)  Amendment
      of “Foreign Sublimit” Definition.  The
      definition of “Foreign
      Sublimit”
      set
      forth in §1.1 of the Credit Agreement is amended and restated in its entirety to
      read as follows:

    


    “Foreign
      Sublimit.
      $200,000,000 (or the Optional Currency equivalent thereof); provided
      that,
      upon the effectiveness of the Borders Ireland Joinder, the Foreign Sublimit
      shall be increased to $300,000,000 (or the Optional Currency equivalent
      thereof).”

    


    (f)  Amendment
      of “Maturity Date” Definition.  The
      definition of “Maturity
      Date”
      set
      forth in §1.1 of the Credit Agreement is amended and restated in its entirety to
      read as follows:

     

    “Maturity
      Date.
      October
      28, 2010, as the same may be extended in the sole discretion of the Lenders
      pursuant to §2.11.”

    


    (g)  Amendment
      of “Total Commitment” Definition.  The
      definition of “Total
      Commitment”
      set
      forth in §1.1 of the Credit Agreement is amended and restated in its entirety to
      read as follows:

    


    “Total
      Commitment.
      The sum
      of the Commitments of the Lenders, as in effect from time to time. On the First
      Amendment Effective Date, the Total Commitment shall be $700,000,000 as a result
      of an increase in the Total Commitment in accordance with §2.3.2. The Total
      Commitment may not be increased further under §2.3.2.”

    


    (h)  New
      Definitions.  The
      Credit Agreement is amended by adding the following new definitions in the
      appropriate alphabetical order to §1 of the Credit Agreement:

    


    Borders
      Ireland.
      Borders
      Books Limited Ireland, a company with limited liability organized under the
      laws
      of Ireland.

    


    Borders
      Ireland Joinder.
      The
joinder
      transaction whereby Borders
      Ireland shall
      join this Agreement and the other Loan Documents as an “Irish
      Borrower”
      upon the
      satisfaction of the conditions to effectiveness set forth in §8 of the First
      Amendment.

    


    European
      Borrower.
      Each of
      the UK Borrower and the Irish Borrower.

    


    European
      Guaranteed Obligations.
      See
§6.1.

    


    First
      Amendment.
      That
      certain Increase in Total Commitment and Amendment No. 1 to this Agreement,
      dated as of the First Amendment Effective Date, by and among the Borrowers,
      the
      Agents and the Lenders.

    


    First
      Amendment Effective Date.
      October
      28, 2005.

    


    Irish
      Borrower.
      Upon
      the effectiveness of the Borders Ireland Joinder, Borders Ireland.

    


    Irish
      Loans.
      Revolving credit loans made or to be made by the Lenders to the Irish Borrower
      pursuant to §2.1.1.

    


    Irish
      Note.
      See
§2.6.5.

    


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

    


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

    


    Irish
      Security Documents.
      All
      instruments, agreements, and/or documents necessary or advisable under
      applicable law to create, establish and/or perfect a security interest in the
      Collateral owned by the Irish Borrower, in each case in form and substance
      reasonably satisfactory to the Administrative Agent.

    


    (i)  Amendments
      Relating to the Addition of the Irish Borrower.

    


    (i)  Amendment
      to Definition of “Borrowers”.
      The
      definition of “Borrowers”
      set
      forth in §1.1 of the Credit Agreement is amended and restated in its entirety to
      read as follows:

    


    Borrower(s).
      As
      defined in the preamble hereto, and including, upon the effectiveness of the
      Borders Ireland Joinder, the Irish Borrower.

    


    (ii)  Amendment
      to Definition of “Security
      Documents”.
      The
      definition of “Security
      Documents”
      set
      forth in §1.1 of the Credit Agreement is amended by inserting the text “, the
      Irish Security Documents” immediately after the words “the U.K. Security
      Documents” in such definition. 

    


    (iii)  Amendment
      to Definition of “Notes”.
      The
      definition of “Notes”
      set
      forth in §1.1 of the Credit Agreement is amended by inserting the text “, the
      Irish Notes” immediately after the words “the U.K. Notes” in such
      definition.

    


    (iv)  Amendment
      to Definition of “Obligations”.
      The
      definition of “Obligations”
      set
      forth in §1.1 of the Credit Agreement is amended by inserting the text “, the
      Irish Obligations” immediately after the words “the Australian Obligations” in
      such definition.

    


    (v)  Amendment
      to Definition of “Revolving Credit Loans”.
      The
      definition of “Revolving
      Credit Loans”
      set
      forth in §1.1 of the Credit Agreement is amended by inserting the text “, the
      Irish Loans” immediately after the words “the Australian Loans” in such
      definition.

    


    (vi)  Amendments
      to §2.1.1 of the Credit Agreement.
      Section
      2.1.1 of the Credit Agreement is amended by (A) inserting the text “, the Irish
      Loans” immediately after the words “the Australian Loans” in such section and
      (B) inserting the text “, the Irish Borrower” immediately after the words “the
      U.K. Borrower” in such section.

    


    (vii)  Amendment
      to §2 of the Credit Agreement.
      Section
      2 of the Credit Agreement is amended by (A) renumbering existing §§2.6.5 and
      2.6.6 as “§2.6.6” and “§2.6.7”, respectively, and (B) adding the following new
§2.6.5 immediately following existing §2.6.4:

    


    The
      Irish Notes. 

    Upon
      the
      request of any Lender to the Irish Borrower, such Lender’s Irish Loans shall be
      evidenced by separate promissory notes of the Irish Borrower in substantially
      the form of Exhibit
      A-5
      (with
      appropriate insertions) (each a “Irish
      Note”).
      One
      Irish Note shall be payable to the order of each such requesting Lender in
      a
      principal amount equal to such Lender’s Commitment Percentage of the Foreign
      Sublimit or, if less, the outstanding amount of all Irish Loans made by such
      Lender, plus interest accrued thereon, as set forth below. The Irish Borrower
      irrevocably authorizes each Lender to make or cause to be made, at or about
      the
      time of the Drawdown Date of any Irish Loan or at the time of receipt of any
      payment of principal on such Lender’s Irish Note, an appropriate notation on
      such Lender’s Irish Note Record reflecting the making of such Irish Loan or (as
      the case may be) the receipt of such payment.

    


    (viii)  Amendment
      to §2.9.2(b) of the Credit Agreement.
      Section
      2.9.2(b) of the Credit Agreement is amended by deleting the text “Unless the
      Co-Borrowers, the Australian Borrower or the UK Borrower, as the case may be”
      and substituting the text “Unless the applicable Borrower” in lieu
      thereof.

    


    (ix)  Amendment
      to §3.1 of the Credit Agreement.
      Section
      3.1 of the Credit Agreement is amended by adding the following new sentence
      at
      the end of such section:

    


    “The
      Irish Borrower promises to pay on the Maturity Date, and there shall become
      due
      and payable on the Maturity Date, all of the Irish Loans outstanding to the
      Irish Borrower on such date, together with any and all accrued and unpaid
      interest thereon.”

    


    (x)  Amendment
      to §3.2(a) of the Credit Agreement.
      Section
      3.2(a) of the Credit Agreement is amended by replacing the text “and (B)” in the
      proviso of such section with the text “, (B)” and adding the following new text
      at the end of such section: “and (C) any payments by the Irish Borrower shall be
      applied solely to the Irish Loans or Unpaid Reimbursement Obligations or
      Reimbursement Obligations in respect of Letters of Credit issued for the account
      of the Irish Borrower.”

    


    (xi)  Other
      Amendment to §3.2 of the Credit Agreement.
      (A)
      Section 3.2(c) of the Credit Agreement is amended and restated in its entirety
      as follows: 

    


    (c)
      if
      the Dollar Equivalent of the sum of (x) the outstanding UK Loans, the Irish
      Loans and Australian Loans, plus
      (y) the
      LC Exposure in respect of Letters of Credit issued for the account of the UK
      Borrower, the Irish Borrower and/or the Australian Borrower exceeds the Foreign
      Sublimit, the UK Borrower, the Irish Borrower and the Australian Borrower shall
      immediately pay the amount of such excess to the Administrative Agent for the
      respective accounts of the Lenders for application, (X) in the case of the
      UK
      Borrower, first,
      to any
      Unpaid Reimbursement Obligations in respect of Letters of Credit issued for
      the
      account of a UK Borrower; second,
      to the
      UK Loans; and third,
      to
      provide to the Administrative Agent Cash Collateral for Reimbursement
      Obligations in respect of Letters of Credit issued for the account of the UK
      Borrower as contemplated by §4.2(ii) and (iii), (Y) in the case of the Irish
      Borrower, first,
      to any
      Unpaid Reimbursement Obligations in respect of Letters of Credit issued for
      the
      account of the Irish Borrower; second,
      to the
      Irish Loans; and third,
      to
      provide to the Administrative Agent Cash Collateral for Reimbursement
      Obligations in respect of Letters of Credit issued for the account of the Irish
      Borrower as contemplated by §4.2(ii) and (iii), and (Z) in the case of the
      Australian Borrower, first,
      to any
      Unpaid Reimbursement Obligations in respect of Letters of Credit issued for
      the
      account of the Australian Borrower; second,
      to the
      Australian Loans; and third,
      to
      provide to the Administrative Agent Cash Collateral for Reimbursement
      Obligations in respect of Letters of Credit issued for the account of the
      Australian Borrower as contemplated by §4.2(ii) and (iii).

    


    and
      (B)
      the final paragraph of §3.2 is hereby amended by adding the text “, Irish Note”
      immediate after the text “UK Note”.

    


    (xii)  Amendments
      to §4.1.1 of the Credit Agreement.
      Section
      4.1.1 of the Credit Agreement is amended by (A) deleting each reference to
“the
      UK Borrower” in such section and substituting a reference to “any European
      Borrower” in lieu thereof and (B) inserting the text “and the Irish Loans”
      immediately after the words “the U.K. Loans” in such section.

    


    (xiii)  Amendments
      to §4.2 of the Credit Agreement.
      Section
      4.2 of the Credit Agreement is amended by replacing the text “and (c)” in such
      section with the text “, (c)” and adding the following new text immediately
      before the colon in the introductory paragraph in such section: “and (d) the
      Irish Borrower hereby agrees to reimburse or pay to the Administrative Agent,
      for the account of the applicable Issuing Bank or (as the case may be) the
      Lenders, with respect to each Letter of Credit issued, extended or renewed
      by
      the Issuing Bank hereunder at the request of the Irish Borrower”

    


    (xiv)  Amendments
      to §4.3 of the Credit Agreement.
      Section
      4.3 of the Credit Agreement is amended by adding the text “, an Irish Loan in
      the case of the Irish Borrower” immediately after each reference to “a UK Loan
      in the case of the UK Borrower” in such section.

    


    (xv)  Amendments
      to §5.2 of the Credit Agreement.
      Section
      5.2 of the Credit Agreement is amended by deleting the reference to “the UK
      Borrower” in such section and substituting the text “any European Borrower” in
      lien thereof.

    


    (xvi)  Amendments
      to §5.13.2(b) of the Credit Agreement.
      Section
      5.13.2(b) of the Credit Agreement is amended by (A) inserting the text “, the
      Irish Loans” immediately after the words “the UK Loans” in such section and (B)
      inserting the text “, the Irish Borrower” immediately after the words “the U.K.
      Borrower” in such section.

    


    (xvii)  Amendments
      to §§5.16 and 5.17 of the Credit Agreement.
      Sections 5.16 and 5.17 of the Credit Agreement are each amended by inserting
      the
      text “, the Irish Borrower” immediately after each reference to “the U.K.
      Borrower” in each such section.

    


    (xviii)  Amendments
      to §6 of the Credit Agreement.
      Sections 6 of the Credit Agreement is amended by (A) deleting clause (b) of
§6.1
      in its entirety and substituting the following new clause (b) in lieu thereof:
      “(b)
      the
      Australian Borrower hereby
      absolutely, unconditionally and irrevocably guarantees to the Agents, the
      Issuing Banks and the Lenders, the full and punctual payment when due (whether
      at stated maturity, by required pre-payment, by acceleration or otherwise),
      as
      well as the performance, of all of the UK Obligations and the Irish Obligations
      including all such which would become due but for the operation of the automatic
      stay pursuant to §362(a) of the Federal Bankruptcy Code and the operation of
§§502(b) and 506(b) of the Federal Bankruptcy Code
      (such
      obligations collectively being the "European Guaranteed
      Obligations")”;
      (B)
      deleting each reference to “UK Guaranteed Obligations” in such §6 and
      substituting a reference to “European Guaranteed Obligations” in lieu thereof;
      (C) inserting the text “in respect of the UK Borrower” in §6.11 in immediately
      after the reference to “European Guaranteed Obligations” in such section; and
      (D) inserting the text “the Irish Obligations” in §6.12 in immediately after the
      reference to “UK Obligations” in such section.

    


    (xix)  Amendment
      to §8.15.2 of the Credit Agreement.
      Section
      8.15.2 of the Credit Agreement is amended by (X) replacing the text “and (B)” in
      the proviso of the first sentence of such section with the text “, (B)” and
      adding the following new text immediately before the period in such sentence:
      “and (C) any payments by the Irish Borrower shall be applied solely to the Irish
      Loans or Unpaid Reimbursement Obligations or Reimbursement Obligations in
      respect of Letters of Credit issued for the account of the Irish Borrower” and
      (Y) inserting the text “the Irish Borrower” in second sentence of such section
      immediately after reference to “the UK Borrower” in such sentence.

    


    (xx)  Amendment
      to §§9.3(f) and 9.5.2(d) of the Credit Agreement.
      Sections 9.3(f) and 9.5.2(d) of the Credit Agreement are each amended by
      deleting each reference to “the UK Borrower” in each such section and
      substituting the text “any European Borrower” in lieu thereof.

    


    (xxi)  Amendment
      to §13.5 of the Credit Agreement.
      Section
      13.5 of the Credit Agreement is amended by (A) inserting the text “or the Irish
      Borrower” immediately after the words “the Australian Borrower” in such section
      and (B) inserting the text “and/or the Irish Obligations, respectively”
      immediately after the words “the Australian Obligations” in such
      section.

    


    (xxii)  Exhibit
      A-5 to the Credit Agreement.
      The
      Credit Agreement is amended by adding a new Exhibit
      A-5
      (Form of
      Irish Note) to the Credit Agreement in the form attached hereto as Annex
      A.

    


    (j)  Amendment
      to Schedule 7.7 of the Credit Agreement.
      The
      Credit Agreement is amended by deleting the existing Schedule
      7.7
      to the
      Credit Agreement and substituting a new Schedule
      7.7
      (Litigation) to the Credit Agreement in the form attached hereto as Annex
      B.

    


    §3. Increase
      in Total Commitment.  Pursuant
      to §2.3.2 of the Credit Agreement, the Total Commitment is hereby increased from
      $500,000,000 to $700,000,000 and Schedule 1
      to the
      Credit Agreement is amended by the Administrative Agent and the Borrowers by
      replacing such schedule with Schedule 1
      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, participations in Swingline Loans
      and LC Exposure (the “Adjustment”)
      as
      shall result in the amount of Revolving Credit Loans, participations in
      Swingline Loans and LC Exposure owed to each Lender being equal to the product
      of such Lender's Commitment Percentage multiplied by the aggregate Revolving
      Credit Loans, participations in Swingline Loans and LC Exposure 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, participations in Swingline Loans and
      LC
      Exposure, as the case may be, owed by the applicable Borrowers to such Lender
      as
      if such Lender had initially made Revolving Credit Loans, participations in
      Swingline Loans and extensions of credit relating to LC Exposure under the
      Credit Agreement 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 pursuant to the terms of such §5.10 arising in
      connection with the Adjustment. Upon the occurrence of the Adjustment, (a)
      the
      Administrative Agent 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 Administrative 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. Fees.

    


    (a)
      Amendment
      Fee.  The
      Borrowers shall pay to each Lender which returns an executed counterpart
      signature page to this Amendment to the Administrative Agent on or prior to
      5:00p.m. (Boston time) on October 28, 2005, an amendment fee (the “Amendment Fee”)
      equal
      to two and one-half (2.5) basis points of such Lender’s Commitment (prior to the
      effectiveness of the increase in the Total Commitment as contemplated by §3 of
      this Amendment).

    


    (b)
      Upfront
      Fee.  The
      Borrowers shall pay to the Administrative Agent, for the account of the Lenders
      (including Fleet Retail Group, LLC) participating in the increase in the Total
      Commitment, a fee (the “Upfront
      Fee”)
      of ten
      (10) basis points of the aggregate principal amount of the increase in the
      Total
      Commitment. Such Upfront Fee shall be for the Lenders’ participation in such
      increase and shall be payable in full upon the effectiveness of the
      Amendment.

    


    §5. Affirmation
      of the Borrowers and Guarantors.
      Each of
      the Borrowers hereby affirms its absolute and unconditional promise to pay
      to
      each Lender, the Issuing Bank, each Swingline Lender and the Agents the Loans,
      the Reimbursement Obligations and all other amounts due under the Notes, the
      Credit Agreement as amended hereby and the other Loan Documents, 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. Each of the Borrowers and the Guarantors confirms and agrees that
      (i)
      the obligations of the Borrowers to the Lenders, the Swingline Lenders, the
      Issuing Bank and the Agents under the Credit Agreement as amended hereby are
      secured by and entitled to the benefits of the Security Documents and (ii)
      all
      references to the term “Credit Agreement” in the Security Documents and the
      other Loan Documents shall hereafter refer to the Credit Agreement as amended
      hereby.

    


    §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
      Administrative Agent and each of the Lenders and delivered to the Administrative
      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, to the extent changes are required, each
      applicable Lender shall have received a duly executed (i) amended and restated
      Australian Note in the amount of such Lender’s Commitment Percentage of the
      Foreign Sublimit and (ii) amended and restated UK Note in the amount of such
      Lender’s Commitment Percentage of the Foreign 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
      Administrative 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) all corporate or other
      organizational actions taken by each of the Borrowers and their Subsidiaries
      authorizing the execution, delivery, and performance hereof and attaching copies
      of the board minutes and/or resolutions relating to such authorization, 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)  Opinions
      of Counsel.  Each
      of
      the Lenders, the Agents and the Issuing Banks shall have received a favorable
      legal opinion addressed to the Lenders, the Agents, and the Issuing Banks dated
      as of the date hereof, in form and substance satisfactory to the Lenders, Agents
      and the Issuing Banks, from:

     

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


      

      
        	 	
                (ii)

              	
                Thomas
                  Carney, Esq., General Counsel to the Borrowers and their
                  Subsidiaries.

              


      

    

    


    (e)  Payment of Fees.  The
      Administrative Agent shall have received payment of the Amendment Fee, the
      Upfront Fee and all other fees to be paid by the Borrowers upon the
      effectiveness of this Amendment.

    


    §7. Conditions
      Subsequent.
      No later
      than ten (10) Business Days after the Effective Date, each of the Lenders,
      the
      Agents and the Issuing Banks shall have received a favorable legal opinion
      addressed to the Lenders, the Agents, and the Issuing Banks, in form and
      substance satisfactory to the Lenders, Agents and the Issuing Banks, from (i)
      Baker & McKenzie, counsel to the UK Borrower and BGP(UK); and (ii) Baker
& McKenzie, Australian counsel to the Australian Borrower. Each of the
      Borrowers hereby agrees that any failure to satisfy the aforementioned
      requirements on or prior to the date specified above shall constitute an Event
      of Default under the Loan Agreement.

    


    §8. Conditions
      to Effectiveness of Borders Ireland Joinder.
      Upon
      satisfaction of the following conditions, the joinder transaction whereby
      Borders Ireland shall join, and be bound by, the Credit Agreement and the other
      Loan Documents as an “Irish Borrower” shall be deemed effective:

    


    (a) Borders
      Ireland’s joinder to the Credit Agreement and the other Loan Documents as an
“Irish Borrower” shall not violate any of the terms or conditions of the Senior
      Note Agreement, the Senior Notes or any documents, agreement and/or instruments
      related thereto or result in a default or an event of default
      thereunder.

    


    (b) The
      Administrative Agent shall have received a Joinder Agreement, in form and
      substance satisfactory to the Administrative Agent, executed and delivered
      by
      Borders Ireland and each of the Borrowers and the Guarantors (the “Borders
      Ireland Joinder Agreement”).

    


    (c) Each
      requesting Lender shall receive an executed original Irish Note which has been
      executed by the Borders Ireland.

     

    (d) The
      Administrative Agent shall have received a
      legal
      opinion of counsel to Borders Ireland, as to the legal, valid and binding nature
      of the Credit Agreement and the other Loan Documents, as supplemented the
Borders
      Ireland Joinder Agreement and any related documents,
      and
      such other matters as the Administrative Agent may reasonably request, in form
      and substance satisfactory to the Administrative Agent.

     

    (e) The
      Administrative Agent shall have received copies,
      certified by a duly authorized officer of Borders Ireland to be true and
      complete as of the date hereof, of each of (i) the charter or other formation
      documents of Borders Ireland as in effect on the date of the Borders Ireland
      Joinder
      Agreement,
      (ii)
      the by-laws or other constitutive documents of Borders Ireland as in effect
      on
      the date hereof, (iii) the resolutions of the Board of Directors or a committee
      or similar governing entity of Borders Ireland authorizing the execution and
      delivery of the Borders Ireland Joinder
      Agreement,
      the
      other documents executed in connection therewith and Borders Ireland’s
      performance of all of the transactions contemplated hereby, and (iv) an
      incumbency certificate giving the name and bearing a specimen signature of
      each
      individual who shall be authorized to sign, in the Borders Ireland’s name and on
      its behalf, each of the Borders Ireland Joinder
      Agreement,
      the
      Irish Notes and the other Loan Documents, any Loan Request, and to give notices
      and to take other action on its behalf under Credit Agreement and the other
      Loan
      Documents.

     

    (f) The
      Administrative Agent shall have received
      a
      certificate of an appropriate official of Ireland or
      other
      customary documentation of a recent date as to Borders Ireland’s good standing,
      valid existence and tax payment status.

     

    (g) If
      any
      assets of the Irish Borrower are to be included in the Aggregate Borrowing
      Base,
      the Administrative Agent shall have received the
      Irish
      Security Documents and/or, as appropriate, any other documents, instruments
      or
      agreements advisable under applicable law to grant and perfect a first priority
      security interest in and charge over the assets of Borders Ireland which
      constitute Collateral, and evidence of insurance in respect of Borders Ireland,
      in each case, in form and substance satisfactory to the Administrative
      Agent.

     

    (h) The
      Administrative Agent shall have received
      such
      other agreements, documents or instruments as the Administrative Agent may
      reasonably request in connection with the Borders Ireland Joinder Agreement,
      any
      related documents or the transactions contemplated thereby.

     

    §9. 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, the Senior Notes Agreement or the Senior Notes or any other
      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.

    


    §10. No Other Amendments.
      Except
      as expressly provided in this Amendment, all of the terms, conditions and
      provisions of the Credit Agreement 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.

    


    §11. 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.

    


    §12. 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.
      Delivery of an executed signature page of this Amendment by facsimile or
      electronic transmission shall be effective as delivery of a manually executed
      counterpart thereof.

    


    §13. 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 PRINCIPLES OF CONFLICTS OR CHOICE OF LAW.

    


    §14. Headings,
      etc.
      Headings
      or captions used in this Amendment are for convenience of reference only and
      shall not define or limit the provisions hereof. This Amendment shall constitute
      a “Loan Document” under the Credit Agreement.

    


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

    


    


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        --

      

    



    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, Finance and Chief Financial Officer

    


     

    BORDERS,
      INC.

    WALDEN
      BOOK COMPANY, INC.

     

    By:
      /s/
      Edward W. Wilhelm 

    Name:
      Edward W. Wilhelm

    Title:
      Senior Vice President, Treasurer and Assistant Secretary

    


     

    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:
       /s/
      Gregory Josefowicz 

    Name:
      Gregory Josefowicz

    Title:
       
      Director

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    FLEET
      RETAIL GROUP, LLC
      (formerly known as Fleet Retail Group, Inc.),
      individually
      and as Administrative Agent

     

    By:
       /s/
      Kathleen Dimock 

    Name:
      Kathleen Dimock

    Title:
      Managing Director

    


     

    BANK
      OF AMERICA, N.A.,
      successor by merger to Fleet National Bank, as
      Issuing Bank

     

    By:
       /s/
      Kathleen Dimock 

    Name:
      Kathleen Dimock

    Title:
      Managing Director

     

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    AGREED
      AND ACKNOWLEDGED

     

    PLANET
      MUSIC, INC.

    BORDERS
      PROPERTIES, INC.

    WALDENBOOKS
      PROPERTIES, INC.

    BORDERS
      OUTLET, INC.

    THE
      LIBRARY, LTD.

    BORDERS
      ONLINE, INC.

     

    By: /s/Edward
      W. Wilhelm  

    Name: Edward
      W.
      Wilhelm

    Title:
       Senior
      Vice President, Treasurer 

    and
      Assistant Secretary

    


    BORDERS
      FULFILLMENT, INC.

     

    By:
       /s/Edward
      W. Wilhelm 

    Name: Edward
      W.
      Wilhelm

    Title:
       Senior
      Vice President, Finance

    and
      Chief
      Financial Officer

     

    BORDERS
      ONLINE, LLC

    


    By:
      BORDERS, INC.,
      its
      Sole Member

     

    By:
       /s/
      Edward W. Wilhelm 

    Name: Edward
      W.
      Wilhelm

    Title:
       Senior
      Vice President, Treasurer 

    and
      Assistant Secretary

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    


     

    JPMORGAN
      CHASE BANK, N.A.

     

    By:
       /s/James
      L. Sloan 

    Name:
      James L. Sloan

    Title:
      Vice President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    WELLS
      FARGO RETAIL FINANCE, LLC

     

    By:
       /s/Cory
      Lofts 

    Name:
      Cory Lofts

    Title:
      Account Executive


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    NATIONAL
      CITY BUSINESS CREDIT, INC.

     

    By:
       /s/
      Joseph Kwasny  

    Name:
       Joseph
      Kwasny

    Title: Director


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    GENERAL
      ELECTRIC CAPITAL CORPORATION

    


    


    


    By:
       /s/Joseph
      Burt  

    Name:
      Joseph Burt

    Title:
      Duly Authorized Signatory


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    PNC
      BANK, NATIONAL ASSOCIATION

     

    By:
       /s/Thomas
      A. Majeski 

    Name:
      Thomas A. Majeski

    Title:
      Vice President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    COMERICA
      BANK

     

    By:
       /s/Blake
      Arnett  

    Name:
      Blake Arnett

    Title:
      Account Officer

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SUNTRUST
      BANK

    


    


    


    By:
       /s/Lauren
      P. Carrigan 

    Name: Lauren
      P.
      Carrigan

    Title: Vice
      President

    


    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    KEYBANK
      NATIONAL ASSOCIATION

     

    By:
       /s/Jason
      T. Sylvester 

    Name: Jason
      T.
      Sylvester

    Title: Vice
      President

    



    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



     

    UNION
      BANK OF CALIFORNIA N.A.

     

    By:
       /s/Michele
      Mojabi  

    Name:
      Michele Mojabi

    Title:
      Vice President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    U.S.
      BANK, NATIONAL ASSOCIATION

     

    By:
       /s/Joseph
      J. Scaglione  

    Name: Joseph
      J.
      Scaglione

    Title:
       Vice
      President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    LASALLE
      BANK MIDWEST NATIONAL ASSOCIATION

     

    By:
       /s/
      Ronald R. Valentine 

    Name: Ronald
      R.
      Valentine

    Title: 
      First
      Vice President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    FIFTH
      THIRD BANK

     

    By:
       /s/Michael
      Blackburn 

    Name: Michael
      Blackburn

    Title:
       Vice
      President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    THE
      BANK OF NEW YORK

     

    By:
       /s/Scott
      DeTraglia  

    Name:
       Scott
      DeTraglia

    Title: Assistant
      Vice President


    
      
        
           

        

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    UBS
      AG, STAMFORD BRANCH

     

    By:
       /s/
      Irja R. Otsa  

    Name: Irja
      R.
      Otsa

    Title:
       Associate
      Director

        Banking
      Products

        Services,
      US

     

    By:
       /s/
      Joselin Fernandez 

    Name: Joseline
      Fernandez

    Title:
       Associate
      Director

        Banking
      Products

        Services,
      US