0000898822-08-001295 Sample Contracts

EXTENSION OF PURCHASE OFFER
Extension of Purchase Offer • December 23rd, 2008 • Borders Group Inc • Retail-miscellaneous shopping goods stores

This confirms your and our agreement that the Drop-Dead Date is hereby extended to February 16, 2009, or such later date as you and we may mutually agree in writing. Except as expressly modified hereby, all terms and conditions of the Purchase Offer Letter will remain in full force and effect.

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Contract
Senior Secured Credit Agreement • December 23rd, 2008 • Borders Group Inc • Retail-miscellaneous shopping goods stores • New York

FIRST AMENDMENT TO THE SENIOR SECURED CREDIT AGREEMENT, dated as of December 22, 2008 (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).

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