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     Exhibit 10.7

     SECOND AMENDMENT TO THE SENIOR SECURED CREDIT AGREEMENT, dated as of February 13, 2009 (this “Amendment”), made by and among (a) Borders Group, Inc., a Michigan corporation (the “Borrower”), (b) Pershing Square Credit Partners LLC, a Delaware limited liability company (“Pershing Square” or a “Lender), (c) PSRH, Inc., a Cayman Islands exempted company (a “Lender”, and collectively with Pershing Square, the “Lenders”), and (d) Pershing Square Capital Management, L.P., a Delaware limited partnership (the “Collateral Agent” and the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Credit Agreement (as hereinafter defined).

RECITALS

     WHEREAS, the Borrower, the Lenders, the Collateral Agent, the Administrative Agent and certain other parties entered into that certain Senior Secured Credit Agreement, dated as of April 9, 2008 as amended by the First Amendment to the Senior Secured Credit Agreement, dated as of December 22, 2008 (the “Credit Agreement”);

     WHEREAS, the Borrower, the Lenders, the Collateral Agent and the Administrative Agent desire to amend the Credit Agreement in accordance with Section 14.12 of the Credit Agreement in the manner set forth in this Amendment in order to extend the Maturity Date until April 15, 2009;

     NOW, THEREFORE, in order to carry out their intent as expressed above and in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

	1.      	Section 1.1 of the Credit Agreement is hereby amended by deleting the definition of “Maturity Date” and replacing it in its entirety with the following new definition: 
	 
	 	               “Maturity Date. April 15, 2009.” 
	 
	2.      	References in the Credit Agreement to “this Credit Agreement” or any particular Section thereof shall be deemed to refer to the Credit Agreement or such Section as amended hereby. 
	 
	3.      	Borrower has agreed to reimburse Pershing Square for its expenses in connection with amendments to the Credit Agreement pursuant to Section 14.2 of the Credit Agreement. 
	 
	4.      	Except as expressly amended hereby, the Credit Agreement remains unmodified and is in full force and effect. 
	 







	5.     	This Amendment may be executed in two or more counterparts, each of which constitutes an original and all of which, when taken together, constitute one agreement. This Amendment may be delivered by facsimile and when executed and so delivered, shall be an original for all purposes. 
	 
	6.      	THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
	 


          IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the 

                                                     day and year first above written.


	BORROWER:                                                                      
	 
	  
	 		BORDERS GROUP, INC. 
	  
	  
	  		By:   /s/ Mark Bierley 
	                               Name:  Mark Bierley
	                               Title:  EVP and Chief Financial        
	                                        Officer 










	LENDERS:
	  
	  
	 		PERSHING SQUARE CREDIT 
	             		PARTNERS LLC  
	  
	  
	                                PERSHING SQUARE CAPITAL  
	                                MANAGEMENT, L.P., its Managing  
	 		By:   Member  
	  
	                                PS MANAGEMENT GP, LLC, its  
			By:   General Partner   
	  
			By:   /s/ William A. Ackman 
	                                Name: William A. Ackman  
	                                Title: Managing Member  
	  
	  
			PSRH, INC. 
	  
	  
	                                PERSHING SQUARE CAPITAL  
	                                MANAGEMENT, L.P., its Authorized  
	 		By:   Representative  
	  
	                                PS MANAGEMENT GP, LLC, its  
	 		By:   General Partner  
	  
			By:   /s/ William A. Ackman 
	                                Name: William A. Ackman  
	                                Title: Managing Member  










	ADMINISTRATIVE  
	AGENT/COLLATERAL AGENT:  
	  
	 
	 		PERSHING SQUARE CAPITAL 
			MANAGEMENT, L.P.   
	  
	  
	                              PS MANAGEMENT GP, LLC, its  
	 		By:   General Partner  
	  
			By:   /s/ William A. Ackman 
	                              Name: William A. Ackman  
	                              Title: Managing Member