SENIOR SECURED CREDIT AGREEMENT Dated as of April 9, 2008 among BORDERS GROUP, INC. As Borrower THE GUARANTORS LISTED HEREUNDER and THE LENDERS LISTED HEREUNDER and PERSHING SQUARE CAPITAL MANAGEMENT, L.P. As Administrative Agent and As Collateral AgentSenior Secured Credit Agreement • April 15th, 2008 • Pershing Square Capital Management, L.P. • Retail-miscellaneous shopping goods stores • New York
This SENIOR SECURED CREDIT AGREEMENT (this “Credit Agreement”) is made as of April 9, 2008, by and among (a) BORDERS GROUP, INC. (the “Borrower”), a Michigan corporation, (b) 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 and Wales (“BGP (UK)”), BORDERS PROPERTIES, INC., a Delaware corporation (“BPI”), BORDERS ONLINE, LLC, a Delaware limited liability company (“Online”), BORDERS FULFILLMENT, INC., a Delaware corporation (“Fulfillment”), BORDERS ONLINE, INC., a Colorado corporation (“BOI” and together with Borders, Walden, BGP(UK), BPI, Online and Fulfillment, the “Guarantors”), (c) Pershing Square Credit Partners LLC, a Delaware limited liability company (“Pershing Square” or a “Lender) and PSRH, Inc., a Cayman Islands exempted company (a “Lender”, and collectively with Pershing Square, the “Lenders”), (d) Pershing Square Capital Manag
WARRANT AND REGISTRATION RIGHTS AGREEMENT between BORDERS GROUP, INC. and COMPUTERSHARE INC. AND COMPUTERSHARE TRUST COMPANY, N.A., Warrant Agent Dated as of April 9, 2008Warrant and Registration Rights Agreement • April 15th, 2008 • Pershing Square Capital Management, L.P. • Retail-miscellaneous shopping goods stores • New York
AGREEMENT dated as of April 9, 2008 between Borders Group, Inc., a Michigan corporation (the “Company”) and Computershare Inc., a Delaware corporation, and its wholly owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company (collectively together with their successors and assigns, the “Warrant Agent” or individually “Computershare” and the “Trust Company” respectively).
JOINT FILING AGREEMENTJoint Filing Agreement • April 15th, 2008 • Pershing Square Capital Management, L.P. • Retail-miscellaneous shopping goods stores
In accordance with Rule 13d-1(k)(l) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock of Borders Group, Inc., and that this agreement be included as an Exhibit to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Borders Group, Inc. Ann Arbor, Michigan 48108Pershing Square Capital Management, L.P. • April 15th, 2008 • Retail-miscellaneous shopping goods stores • New York
Reference is hereby made to the Warrant and Registration Rights Agreement dated as of April 9, 2008 by and between Borders Group, Inc. (the “Company”) and Computershare Inc. and Computershare Trust Company, N.A., as Warrant Agent (the “Warrant Agreement”), pursuant to which Warrants to purchase Common Stock of the Company were issued, and may in the future be issued, to Pershing Square Capital Management, L.P. (“Pershing Square”). Reference is also made to the Senior Secured Credit Agreement, dated as of April 9, 2008 (the “Credit Agreement”), by and among Borders Group, Inc., Borders, Inc., Walden Book Company, Inc., BGP (UK) Limited, Borders Properties, Inc. Borders Online, LLC, Borders Fulfillment, Inc., Borders Online, Inc., Pershing Square Credit Partners LLC and PSRH, Inc., as Lenders, and Pershing Square Capital Management, L.P., as administrative agent and as collateral agent. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Warran
