exv10w1






Exhibit 10.1




SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT




     This SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of June 22, 2011 (this
“Amendment”), by and among (i) BORDERS GROUP, INC., a Michigan corporation, as a
debtor-in-possession (“BGI”), (ii) BORDERS, INC., a Colorado corporation, as a
debtor-in-possession (“Borders” and, collectively with BGI, the “Borrowers”, and
each individually a “Borrower”), (iii) each other Credit Party from time to time party to
the Credit Agreement (as defined herein), each as a debtor-in-possession, (iv) GENERAL ELECTRIC
CAPITAL CORPORATION, a Delaware corporation, in its individual capacity and as Working Capital
Agent (the “Working Capital Agent”) for the Secured Parties (as defined in the Credit
Agreement referred to below), (v) GA CAPITAL, LLC, a Delaware limited liability company, as Term B
Agent (the “Term B Agent”) for the Term B Lenders (as defined in the Credit Agreement), and
(vi) each lender party to the Credit Agreement (collectively, the “Lenders” and
individually, a “Lender”), amends that certain Senior Secured, Super-Priority
Debtor-in-Possession Credit Agreement, dated as of February 16, 2011 (as amended, restated,
supplemented or otherwise modified from time to time, the “Credit Agreement”), among the
Borrowers and the other Credit Parties, the Working Capital Agent, the Term B Agent and the
Lenders.



          WHEREAS, the Borrowers have requested that the Agents and the Lenders agree to amend certain
of the terms and provisions of the Credit Agreement, as specifically set forth in this Amendment;
and



          WHEREAS, Agents and the Lenders are prepared to amend the Credit Agreement on the terms,
subject to the conditions and in reliance on the representations set forth herein.



          NOW THEREFORE, in consideration of the mutual agreements contained in the Credit Agreement and
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:



     §1. Defined Terms. Capitalized terms used herein and not otherwise defined
shall have the meanings set forth in Section 11.1 of the Credit Agreement.



     §2. Amendments to the Credit Agreement. Subject to the satisfaction of the
conditions set forth in Section 3 of this Amendment, the Credit Agreement is hereby amended
as follows:




     (a) Section 5.2 of the Credit Agreement is hereby amended by (1) deleting the
“and” at the end of clause (d), (2) replacing the period at the end of clause (e) with a
semicolon, and (3) adding new clauses (f) and (g) at the end thereof to read as follows:




          “(f) dispositions in connection with the Small-Format Store Liquidations; and




          (g) dispositions in connection with a Sale Transaction (x) in the case of a
Full Chain Liquidation, commencing not later than July 22, 2011, or (y) in the case
of a GC Sale, consummated not later than July 29, 2011 as to the GC Sale portion of
the Sale Transaction, with any related Remainder Chain Liquidation commencing not
later than July 22, 2011, and in either case resulting in the repayment in full in
cash at the closing of such Sale Transactions of all Obligations (including the cash
collateralization of all L/C Reimbursement Obligations and the funding of the
Working Capital Indemnity Account and Term B Indemnity Account) pursuant to
Section 1.10(c)(ii) and (iii).”



 









 






     (b) Section 5.21 of the Credit Agreement is hereby amended by replacing
“$25,000,000” in clause (iii) therein with “$30,000,000”.




     (c) Subsections 7.1(m)(ii)-(v) of the Credit Agreement are hereby deleted in
their entirety and replaced with the following:




     ”(ii) on or before June 17, 2011, the Credit Parties shall have failed to
distribute to all interested parties informational packages and solicitations for
bids in connection with a Full Chain Liquidation (other than as to the Credit
Parties’ intellectual property and interest in leases), and any informational
packages sent for solicitations of bids for a Full Chain Liquidation shall fail to
contain such supporting due diligence documentation as necessary to enable the
solicitation of bids for the liquidation of Inventory on an equity basis, and as to
furniture, fixtures and equipment, on an equity or commission basis;




     (iii) (I) on or before July 1, 2011, (x) the Credit Parties shall have failed
to file a motion, in form and substance reasonably acceptable to Agents, seeking
approval of bidding procedures, in form and substance reasonably acceptable to
Agents, including bid protections (the “Sales Procedure Motion”), for one or
more binding stalking horse bids (collectively, the “Stalking Horse Bid”)
and seeking approval of the related stalking horse bidder (the “Stalking Horse
Bidder”), or (y) the Credit Parties shall fail to have received and accepted
(subject only to Bankruptcy Court approval), after consultation with the Agents, a
Stalking Horse Bid that is reasonably acceptable to Agents.




     Without limiting the requirement that a Stalking Horse Bid be reasonably
acceptable to Agents, in the event the Stalking Horse Bid is a bid for a GC Sale,
such Stalking Horse Bid shall either:




     (A) (1) contain no conditions other than approval of the GC Sale by the
Bankruptcy Court and such other conditions reasonably acceptable to Agents,




     (2) include a good faith deposit in an amount reasonably acceptable to
Agents, and




     (3) if the Stalking Horse Bid for a GC Sale on a stand alone basis is
in an amount insufficient to effect at the closing of such GC Sale the
repayment in full in cash of all Obligations (including the cash
collateralization of all L/C Reimbursement Obligations and the funding of
the Working Capital Indemnity Account and Term B Indemnity Account) in
accordance with Section 1.10(c)(ii) and (iii), it shall be
combined with a Stalking Horse Bid for a Remainder Chain Liquidation such
that, on a combined basis, both Stalking Horse Bids shall result in payment
in full in cash at the closing of such Sale Transactions of all Obligations
(including the cash collateralization of all L/C Reimbursement Obligations
and the funding of the Working Capital Indemnity Account and Term B
Indemnity Account) in accordance with Section 1.10(c)(ii) and
(iii); or




     (B) be accompanied by a binding backup bid for a Full Chain Liquidation
(including without limitation, bids as to inventory, furniture, fixtures and
equipment and substantially all other assets of the Credit Parties, but
excluding intellectual property and leases) in support of a GC Sale, as
evidenced by an Approved Liquidation Agreement and such other applicable
documentation



 









 






and on other terms reasonably acceptable to Agents and in form and
substance reasonably acceptable to Agents, and providing for the repayment
in full in cash at the closing of such Sale Transaction of all Obligations
(including the cash collateralization of all L/C Reimbursement Obligations
and the funding of the Working Capital Indemnity Account and Term B
Indemnity Account) pursuant to Section 1.10(c)(ii) and (iii)
and which binding bid shall remain open and not subject to modification or
termination until August 1, 2011.




     In the event no reasonably acceptable Stalking Horse Bid for a GC Sale is
received and accepted, the Credit Parties shall have failed to receive and accept,
on or before July 1, 2011, a Stalking Horse Bid for a Full Chain Liquidation
(including without limitation, bids as to inventory, furniture, fixtures and
equipment and substantially all other assets of the Credit Parties but excluding
intellectual property and leases), as evidenced by an Approved Liquidation Agreement
and such other applicable documentation and on other terms reasonably acceptable to
Agents and in form and substance reasonably acceptable to Agents;




          (II) in the event that the Stalking Horse Bid for the Sale Transaction (A) does
not provide for payment in full in cash at the closing of such Sale Transaction of
all Obligations (including the cash collateralization of all L/C Reimbursement
Obligations and the funding of the Working Capital Indemnity Account and Term B
Indemnity Account) pursuant to Section 1.10(c)(ii) and (iii) or (B)
is not acceptable to the Agents in their reasonable discretion, then by July 1, 2011
(x) the Credit Parties shall have failed to distribute to all interested parties
informational packages and solicitations for bids in connection with the sale of the
Credit Parties’ intellectual property and interests in leases, or any informational
packages sent for solicitations of bids for such sale shall fail to contain such
supporting due diligence documentation as reasonably requested by Agents, or (y) the
Credit Parties’ intellectual property assets and interest in leases shall fail to be
included in the auction applicable to the balance of the Sale Transaction;
provided, that, in the event that the Bankruptcy Court later approves a Sale
Transaction that is a GC Sale that provides for payment in full in cash of all
Obligations (including the cash collateralization of all L/C Reimbursement
Obligations and the funding of the Working Capital Indemnity Account and Term B
Indemnity Account) pursuant to Section 1.10(c)(ii) and (iii), then
the Credit Parties shall be permitted to withdraw the solicitations for bids for
their intellectual property assets and interest in leases at such time; and




          (III) on or before July 15, 2011, the Bankruptcy Court shall not have entered
an order, in form and substance reasonably acceptable to Agents, approving the Sales
Procedure Motion and Stalking Horse Bid(s);




     (iv) on or before July 22, 2011, the Credit Parties shall have failed to
receive approval from the Bankruptcy Court of a Sale Transaction (which Sale
Transaction, for the avoidance of doubt, in the case of the application of
Section 7.1(m)(iii)(II) above, shall include the Credit Parties’
intellectual property and interests in leases) in an amount sufficient to result in
the repayment in full in cash of all Obligations (including the cash
collateralization of all L/C Reimbursement Obligations and the funding of the
Working Capital Indemnity Account and Term B Indemnity Account) pursuant to
Section 1.10(c)(ii) and (iii) herein, and the order approving such
Sale Transaction shall be in form and substance reasonably satisfactory to the
Agents and shall provide for the payment in



 









 






full in cash of all Obligations (including cash collateralization of contingent
obligations) pursuant to Section 1.10(c)(ii) and (iii);




     (v) in the event the approved Sale Transaction (i) is a Full Chain Liquidation,
on or before July 22, 2011, the Credit Parties shall have failed to have executed
all of the agency documents or other relevant documents to be executed to effect the
Full Chain Liquidation and the Full Chain Liquidation shall not have commenced; or
(ii) includes a GC Sale, (x) on or before July 22, 2011, the Credit Parties shall
have failed to have executed all of the agency documents or other relevant documents
to be executed to effect the Remainder Chain Liquidation occurring on a parallel
basis with such GC Sale, and such Remainder Chain Liquidation, if any, shall not
have commenced, and (y) on or before July 29, 2011, the Debtor shall have failed to
have executed all purchase agreements and other relevant documents in connection
with the GC Sale and the GC Sale shall not have been consummated;”




     (d) Section 7.1(m)(vi) of the Credit Agreement is hereby amended by (1)
inserting “(I)” at the beginning thereof, and (2) inserting the following at the end
thereof:




“or (II) (x) the Credit Parties shall fail to comply with the terms of the Stalking
Horse Bid(s) or backup bid for the Sale Transaction and any of the documents or
agreements executed in connection therewith, including without limitation the
Approved Liquidation Agreement, in any manner which results in a decrease in
proceeds from the Sale Transaction of more than $500,000, (y) the Credit Parties
shall fail to consummate the Sale Transaction strictly in accordance with the terms
of such Approved Liquidation Agreement or purchase agreement, as applicable (in each
case of clauses (x) and (y) without any waiver or amendment to the Approved
Liquidation Agreement or purchase agreement unless consented to by Agents), or (z)
the Credit Parties shall take any action, or an event shall occur, that could
reasonably be expected to adversely affect the value of the Stalking Horse Bid(s) or
backup bid or any Credit Party’s ability to comply with the terms of the Approved
Liquidation Agreement or purchase agreement, as applicable;”




     (e) The definition of “Eligible Inventory” in Section 11.1 of the Credit
Agreement is hereby amended by deleting clause (u) within such definition in its entirety
and replacing such clause with the following:




     ”(u) Inventory at any Store that is the subject of (i) a Permitted Store
Closing or (ii) a Small-Format Store Liquidation, provided with respect to
this subclause (ii) that such Inventory shall be ineligible upon the earlier of (x)
the Credit Parties’ receipt of notice from the related landlord of the exercise of
rights to compel the Credit Parties to vacate such Store, or (y) the commencement of
the liquidation sale at such Store; or”




     (f) The definition of “Lease Assumption Reserve Commencement Date” in Section
11.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the
following:




     “Lease Assumption Reserve Commencement Date” means (i) as to Inventory
at any leased locations with respect to which the period for lease
rejection/assumption has not been extended past October 31, 2011 or with respect to
which the lease shall expire on or prior to October 31, 2011, July 29, 2011; and
(ii) as to Inventory at all other locations, the date that is twelve (12) weeks
prior to the Lease Rejection Date.



 









 






     (g) The definition of “Minimum Excess Availability Amount” in Section 11.1 of
the Credit Agreement is hereby amended by replacing “$25,000,000” in clause (ii) therein
with “$30,000,000”.




     (h) The following definitions shall be added to Section 11.1 of the Credit
Agreement, in their respective appropriate alphabetical locations:




     “Full Chain Liquidation” means a liquidation, in one or a series of
related transactions, of (x) substantially the entire chain of store locations of
the Credit Parties and substantially all of the Inventory of the Credit Parties, and
furniture, fixtures and equipment, with an Approved Liquidator, and (y)
substantially all of the other assets of the Credit Parties (including without
limitation intellectual property, leases and substantially all other assets of the
Credit Parties), in each case on terms reasonably acceptable to the Agents. The
agency documents executed in connection with the Full Chain Liquidation shall
constitute an Approved Liquidation Agreement, and all other sale and other relevant
documents executed in connection with the Full Chain Liquidation shall be in form
and substance reasonably satisfactory to the Agents in all respects.




     “GC Sale” means a sale, in one or a series of related transactions, of
a substantial portion of the business of the Credit Parties as a going concern
(which sale may include a liquidation of a portion of the assets acquired) under
Section 363 of the Bankruptcy Code with respect to the Credit Parties and/or all or
any substantial portion of the assets of the Credit Parties. The purchase documents
and all other relevant documents executed in connection with the GC Sale shall be in
form and substance reasonably satisfactory to the Agents in all respects.




     “Permitted Small-Format Stores” means up to ten (10) of the
small-format Stores of the Credit Parties (other than the Additional Store Closings)
with respect to which the related landlord for the applicable small-format Store has
exercised its rights to compel the Credit Parties to vacate such small-format Store,
as identified by Borrowers to Agents in writing.




     “Remainder Chain Liquidation” means a liquidation, in one or a series
of related transactions, with an Approved Liquidator, of each store location of the
Credit Parties not subject to a GC Sale, subject to an Approved Liquidation
Agreement, and a sale of substantially all of the assets of the Credit Parties not
subject to a GC Sale (including without limitation inventory, furniture, fixtures
and equipment, intellectual property, leases and substantially all other assets of
the Credit Parties), on terms reasonably acceptable to the Agents. The agency
documents executed in connection with the Remainder Chain Liquidation shall
constitute an Approved Liquidation Agreement, and all other sale and other relevant
documents executed in connection with the Remainder Chain Liquidation shall be in
form and substance reasonably satisfactory to the Agents in all respects.




     “Sale Transaction” means either of (a) a GC Sale combined with a
Remainder Chain Liquidation or (b) Full Chain Liquidation, in each case of clauses
(a) and (b) on terms reasonably acceptable to Agents in all respects.




     “Small-Format Store Liquidations” means the closure of the Permitted
Small-Format Stores, and the dispositions of Collateral in connection with such
closure; provided, that such Small-Format Store Liquidations are conducted
pursuant to that



 









 






certain Letter Agreement Governing Inventory Disposition, dated as of December
9, 2010, between Borders, Inc. and Hilco Merchant Resources, LLC.



     §3. Conditions to Effectiveness. This Amendment shall become effective upon
the date (the “Effective Date”) on which each of the following shall have occurred, which
Effective Date shall occur not later than June 23, 2011:




     (a) Agents’ receipt of fully-executed counterparts hereof signed by the
Borrowers, Credit Parties, Agents, Required Lenders and Term B Lenders;




     (b) payment of the unpaid fees, costs and expenses of each Agent’s counsel,
advisors and consultants;




     (c) payment of the fees set forth in the Amendment Fee Letter, of even date
herewith, among the Borrowers and the Agents (collectively, the “Amendment Fee”);
and




     (d) entry of an order of the Bankruptcy Court, in form and substance
satisfactory to Agents, approving this Amendment (the “Approval Order”).



     §4. Waiver and Consent.




     (a) Subject to the satisfaction of the conditions set forth in Section
3 of this Amendment, and in consideration of and reliance upon the agreements of the
Credit Parties contained herein, each of the Agents and Lenders hereby (i) authorizes the
Borrowers to withdraw the bid packages transmitted on or about May 31, 2011, and (ii) waives
any Event of Default resulting from the failure to have entered into a stalking horse bid
with respect to an Affected Asset Sale as required by Section 7.1(m)(iii) of the Credit
Agreement as in effect prior to the effectiveness of this Amendment. For the avoidance of
doubt, the foregoing waiver shall not constitute a waiver of the requirement to deliver a
Stalking Horse Bid as to either a GC Sale and Remainder Chain Liquidation, or alternatively
a Full Chain Liquidation, that includes assets that would have been comprised in an Affected
Asset Sale in accordance with, and the Lenders and the Agents shall at all times retain all
of the rights and remedies in respect of any Default or Event of Default under the Credit
Agreement with respect to Section 7.1(m)(iii) as in effect after the effectiveness of this
Amendment.




     (b) Subject to the satisfaction of the conditions set forth in Section
3 of this Amendment, and in consideration of and reliance upon the agreements of the
Credit Parties contained herein, each of the Agents and Lenders hereby authorizes the
Borrowers to file that certain “Debtors’ Motion Pursuant to Section 365 of the Bankruptcy
Code Authorizing the Debtors to Assume and Amend an Exclusive Retail Supply Agreement with
Source Interlink Companies, Inc. and Pay Related Cure Costs” (the “Source Interlink
Motion”); provided, that the hearing for the Source Interlink Motion shall be
scheduled no earlier than July 14, 2011. The foregoing constitutes solely a consent to the
filing of the Source Interlink Motion and does not constitute a consent to the payment of
any amounts to Source Interlink Companies, Inc. (“Source Interlink”) on account of
prepetition claims set forth in such motion. Accordingly, the Agents and the Lenders
reserve all rights under the Loan Documents with respect to any payments by the Debtors of
any prepetition claims of Source Interlink, and the deadline for the Agents to object to the
Source Interlink Motion shall be extended to 11:59 pm on July 13, 2011.




     (c) No waiver with respect to any other Default or Event of Default, whether
presently existing or hereafter arising, is granted hereby. The Lenders and the Agents
shall, at all



 









 






times, retain all of the rights and remedies in respect of any Default or
Event of Default under the Credit Agreement and the Final Order, other than as set forth in
clause (a) above.




     (d) Notwithstanding any provision contained in Section 5.2 of the Credit
Agreement to the contrary, and subject to the satisfaction of the conditions set forth in
Section 3 of this Amendment, the Lenders and the Agents hereby consent to the
Borrowers’ closure of Store No: 10-608, located at Ocean County Mall, Toms River, New
Jersey, Store No. 10-652, located at Valley River Center, Eugene, Oregon and Store No. 754,
located in the McCarran Airport, Las Vegas, Nevada (the “Additional Store
Closings”), and the dispositions of Collateral in connection with the Additional Store
Closings; provided, that such Additional Store Closings are conducted pursuant to
that certain Letter Agreement Governing Inventory Disposition, dated as of December 9, 2010,
between Borders, Inc. and Hilco Merchant Resources, LLC.



     §5. Covenant as to Appraisal; Sale Transaction Status. Each Credit Party
hereby covenants with the Agents and the Lenders as follows:




     (a) The Credit Parties shall cooperate with and promptly provide the
appraiser retained by Working Capital Agent with all supporting information and
documentation required by such appraiser so as to ensure delivery of an updated “desk top”
appraisal by not later than June 30, 2011.




     (b) Promptly upon any such information becoming available to Credit Parties,
each Credit Party shall provide Agents copies of any informational packages provided to
potential bidders, draft agency agreements, the deadlines established as to receipt of bids
and, upon request of Agents, a status report and updated information relating to the Sale
Transaction and copies of any such bids and any updates, modifications or supplements to
such information and materials.




     (c) The failure to comply with this Section 5 shall constitute an immediate
Event of Default under the Credit Agreement.



     §6. Representations and Warranties. Each Credit Party hereby represents and
warrants to the Agents and the Lenders as follows:




     (a) Representations and Warranties in the Credit Agreement. The
representations and warranties of the Credit Parties contained in the Credit Agreement
(assuming the effectiveness of this Amendment) and the other Loan Documents were true and
correct as of the date when made and, except to the extent that such representations and
warranties relate expressly to an earlier date, continue to be true and correct on the date
hereof.




     (b) Ratification, Etc. Except as expressly amended hereby, the
Credit Agreement (as amended hereby), the other Loan Documents and all documents,
instruments and agreements related thereto, are hereby ratified and confirmed in all
respects and shall continue in full force and effect. The Credit Agreement, together with
the applicable provisions of this Amendment, shall be read and construed as a single
agreement. All references in the Loan Documents to the Credit Agreement or any other Loan
Document shall hereafter refer to the Credit Agreement or any other Loan Document as amended
hereby.




     (c) Authority, Etc. Upon entry of the Approval Order, the execution
and delivery by the Credit Parties of this Amendment and the performance by the Credit
Parties of all of their respective agreements and obligations under the Credit Agreement and
the other Loan Documents



 









 





as amended hereby, are within the corporate authority of the Credit
Parties and have been duly authorized by all necessary corporate action on the part of the
Credit Parties.




     (d) Enforceability of Obligations. Upon entry of the Approval Order,
this Amendment, the Credit Agreement and the other Loan Documents as amended hereby
constitute the legal, valid and binding obligations each of the Credit Parties enforceable
against each of the Credit Parties in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and general equitable principles,
whether enforcement is sought by a proceeding in equity or at law.




     (e) No Default. After giving effect to this Amendment, no Default or
Event of Default has occurred and is continuing.



     §7. Effect of Amendment. Except as expressly provided in this Amendment,
all of the terms and conditions of the Credit Agreement and the other Loan Documents remain in full
force and effect. Nothing contained in this Amendment shall in any way prejudice, impair or effect
any rights or remedies of the Agents or any Lender or the Borrowers under the Credit Agreement or
the other Loan Documents. The execution, delivery and effectiveness of this Amendment shall not
(i), except as expressly provided herein, operate as a waiver of any right, power or remedy of the
Lenders or the Agents under any of the Loan Documents, nor constitute a waiver or amendment of any
other provision of any of the Loan Documents or for any purpose except as expressly set forth
herein, or (ii) establish a course of dealing or conduct between any Agent or Lender or any Credit
Parties. All other amendments, modifications and waivers shall comply strictly with the terms and
conditions of the Credit Agreement and the other Loan Documents. As of the date hereof, each
reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of
like import, and each reference in the other Loan Documents to the “Credit Agreement” (including,
without limitation, by means of words like “thereunder”, “thereof” and words of like import), shall
mean and be a reference to the Credit Agreement as modified hereby, and this Amendment and the
Credit Agreement shall be read together and construed as a single agreement. This Amendment shall
be deemed a Loan Document.



     §8. Execution in Counterparts. This Amendment may be executed in any number
of counterparts, each of which shall be deemed an original, but which together shall constitute one
instrument.



     §9. Expenses. Pursuant to Section 9.5 of the Credit Agreement, all
reasonable, out of pocket costs and expenses incurred or sustained by the Agents in connection with
this Amendment, including the fees and disbursements of legal counsel for the Agents in producing,
reproducing and negotiating the Amendment, will be for the account of the Borrowers whether or not
this Amendment is consummated.



     §10. Miscellaneous. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS
MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA (INCLUDING
THE BANKRUPTCY CODE). EACH CREDIT PARTY HEREBY CONSENTS AND AGREES THAT THE BANKRUPTCY COURT SHALL
HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE
CREDIT PARTIES, AGENTS AND LENDERS PERTAINING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OF THE OTHER LOAN
DOCUMENTS; PROVIDED, THAT AGENTS, LENDERS AND THE CREDIT PARTIES ACKNOWLEDGE



 









 




THAT ANY APPEALS FROM
THE BANKRUPTCY COURT MAY HAVE TO BE HEARD BY A COURT OTHER THAN THE BANKRUPTCY COURT; PROVIDED
FURTHER, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENTS FROM BRINGING
SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF
AGENTS. EACH CREDIT PARTY EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION THAT
SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON
CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY SUCH COURT. EACH CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS,
COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH
CREDIT PARTY AT THE ADDRESS AND IN THE MANNER SET FORTH IN SECTION 9.2. The captions in
this Amendment are for convenience of reference only and shall not define or limit the provisions
hereof.




     §11. Ratification by Guarantors. Each of the Guarantors acknowledges that
its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby
agree and consent to this Amendment and to the documents and agreements referred to herein. Each
of the Guarantors agrees and acknowledges that notwithstanding the effectiveness of this Amendment,
such Guarantor’s obligations under the Loan Documents shall remain in full force and effect and
nothing herein shall in any way limit such obligations, all of which are hereby ratified, confirmed
and affirmed in all respects. Each of the Guarantors hereby further acknowledges that the
Borrowers, Agents and any Lender may from time to time enter into any further amendments,
modifications, terminations and/or amendments of any provisions of the Loan Documents without
notice to or consent from such Guarantor and without affecting the validity or enforceability of
such Guarantor’s obligations under the Loan Documents or giving rise to any reduction, limitation,
impairment, discharge or termination of such Guarantor’s obligations under the Loan Documents.



[Remainder of page intentionally left blank.]



 









 





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



	 	 	 	 	 
	 	BORROWERS:



BORDERS GROUP, INC.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
 	 
	 	 	FEIN: 	 38-3294588 	 
	 
	 	BORDERS, INC.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
  	 
	 	 	FEIN: 	 38-2104285 	 
	 
	 	BORROWER REPRESENTATIVE:



BORDERS, INC.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
      	 
	 	 	FEIN: 	 38-2104285 	 
	 
	 	BORROWER REPRESENTATIVE:



BORDERS GROUP, INC.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
 	 
	 	 	FEIN: 	 38-3294588 	 



 









 







	 	 	 	 	 
	 	GUARANTORS:



BORDERS PROPERTIES, INC.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
 	 
	 	 	FEIN: 	 38-3237978 	 
	 
	 	BORDERS INTERNATIONAL SERVICES, INC.

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
     	 
	 	 	FEIN: 	 20-2025075 	 
	 
	 	BORDERS DIRECT, LLC

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory
 	 
	 	 	FEIN: 	 20-899-0084 	 



 









 






	 	 	 	 	 
	 	GENERAL ELECTRIC CAPITAL 
CORPORATION, as Working
Capital Agent,
 Swingline Lender, Revolving Lender and
FILO Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 





	 	 	 	 	 
	 	FIFTEENTH INVESTMENT SPONSOR LIMITED,
 as a Revolving
Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	ALADDIN CREDIT INTERMEDIATE FUND LTD.,
 as a Revolving
Lender and FILO Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	ALADDIN CREDIT PARTNERS I, L.P., as a
 Revolving
Lender and FILO Lender

 	 
	 	By:  	Aladdin Credit Partners, LLC, its General Partner
 	 
	 	 	 
	 	By:  	                       /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	ALADDIN CREDIT OFFSHORE FUND II L.P., as a
 FILO
Lender

 	 
	 	By:  	Aladdin Credit Partners, LLC, its General Partner
 	 
	 	 	 
	 	By:  	                       /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	ALADDIN DIP OFFSHORE FUND, L.P.., as a FILO 
Lender

 	 
	 	By:  	Aladdin Credit Partners, LLC, its General Partner
 	 
	 	 	 
	 	By:  	                       /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	ALADDIN INTERMEDIATE FUND (IRELAND) II LTD, 

as a FILO
Lender

 	 
	 	By:  	Aladdin Credit Advisors, L.P. its General Partner,
 	 
	 	 	 ACA HOLDINGS LLC 	 
	 	 	 
	 	By:  	                       /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 
	 	MC CREDIT PRODUCTS DIP SMA L.P., as a FILO Lender

 	 
	 	By:  	Aladdin Credit Partners, LLC, its General Partner
 	 
	 	 	 
	 	By:  	                       /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 
	 




 











 





	 	 	 	 	 
	 	THE CIT GROUP/BUSINESS CREDIT, INC.,

as Syndication Agent

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	CIT BANK, as a Revolving Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CRYSTAL FINANCIAL SPV LLC,

as a FILO Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RB INTERNATIONAL FINANCE (USA) LLC,

as a Revolving Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	CITIZENS BANK,

as a Revolving Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SUN LIFE ASSURANCE COMPANY OF CANADA,

as a Revolving Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BURDALE CAPITAL FINANCE, INC.,

as a Revolving Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	TD BANK, N.A.,

as a Revolving Lender

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	GA CAPITAL, LLC, as Term B Agent

 	 
	 	By:  	/s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	SPECIAL VALUE CONTINUATION PARTNERS,

LP, as a Term B Lender

 	 
	 	By:  	Tennenbaum Capital Partners, LLC
 	 
	 	Its:      Investment Manager 	 
	 
	 	By:  	                                              /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	TENNENBAUM OPPORTUNITIES PARTNERS V,

LP, as a Term B Lender

 	 
	 	By:  	Tennenbaum Capital Partners, LLC
 	 
	 	Its:      Investment Manager 	 
	 
	 	By:  	                                              /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	1903 ONSHORE FUNDING, LLP, as a Term B

Lender

 	 
	 	By:  	GB Merchant Partners, LLC
 	 
	 	Its:      Investment Manager 	 
	 
	 	By:  	                                              /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory 	 
	 



	 	 	 	 	 
	 	1903 OFFSHORE LOANS SPV LIMITED, as a Term

B Lender

 	 
	 	By:  	GB Merchant Partners, LLC
 	 
	 	Its:      Investment Manager 	 
	 
	 	By:  	                                              /s/ Authorized Signatory
 	 
	 	 	Name:  	Authorized Signatory 	 
	 	 	Title:  	Authorized Signatory