0000940510-02-000021 Sample Contracts

BORDERS GROUP, INC. AMENDMENT NO. 2 to the CREDIT AGREEMENT
Credit Agreement • December 11th, 2002 • Borders Group Inc • Retail-miscellaneous shopping goods stores

This AMENDMENT NO. 2 dated as of August 12, 2002 (the "Amendment") to the CREDIT AGREEMENT is by and among BORDERS GROUP, INC ("BGI"), BORDERS, INC. ("Borders"), WALDEN BOOK COMPANY, INC. ("Walden"), WALDEN BOOKS PROPERTIES, INC. ("WPI"), BORDERS PROPERTIES, INC. ("BPI"), PLANET MUSIC, INC. ("Planet"), BORDERS ONLINE, LLC ("OnlineLLC"), BORDERS OUTLET, INC. ("Outlet"), BORDERS FULFILLMENT, INC. ("Fulfillment"), THE LIBRARY, LTD. ("Library"), BORDERS ONLINE, INC. ("OnlineInc"), WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner Trustee ("Owner Trustee"), SAM PROJECT FUNDING CORP I, as Investor ("Investor"), SUNTRUST BANK, as Co-Arranger, Administrative Agent, Real Estate Administrative Agent and Documentation Agent, FLEET NATIONAL BANK (f/k/a Bank Boston, N.A.), as Co Arranger and Syndication Agent, and the Lenders party hereto.

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BORDERS GROUP, INC. AMENDMENT NO. 1 to the MULTICURRENCY REVOLVING CREDIT AGREEMENT
Multicurrency Revolving Credit Agreement • December 11th, 2002 • Borders Group Inc • Retail-miscellaneous shopping goods stores

This AMENDMENT NO. 1 dated as of September 18, 2002 (the “Amendment”) to the MULTICURRENCY REVOLVING CREDIT AGREEMENT is by and among BORDERS GROUP, INC (“BGI”), BORDERS, INC., WALDEN BOOK COMPANY, INC., BGP (UK) LIMITED, BORDERS (UK) LIMITED and BORDERS AUSTRALIA PTY LTD (each individually, a “Borrower” and together with BGI, the “Borrowers”), the lending institutions signatory hereto, PNC Bank, National Association, as administrative agent for itself and such other lending institutions (the “Administrative Agent”), Fleet National Bank, as syndication agent for itself and such other lending institutions (the “Syndication Agent”), Wachovia Bank, National Association, as co-syndication agent for itself and such other lending institutions and Bank One, NA (Main Office Chicago) as documentation agent for itself and such other lending institutions.

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