SUBSCRIPTION AND PURCHASE AGREEMENTSubscription and Purchase Agreement • March 31st, 2009 • Borders Group Inc • Retail-miscellaneous shopping goods stores • New York
This SUBSCRIPTION AND PURCHASE AGREEMENT dated as of March 30, 2009 (this “Agreement”), is entered into by and between Pershing Square, L.P. (“Pershing Square”), and Borders Group, Inc. (the “Company”).
ContractSenior Secured Credit Agreement • March 31st, 2009 • Borders Group Inc • Retail-miscellaneous shopping goods stores • New York
THIRD AMENDMENT TO THE SENIOR SECURED CREDIT AGREEMENT, dated as of March 30, 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).
Borders Group, Inc. 100 Phoenix Drive Ann Arbor, Michigan 48108Borders Group Inc • March 31st, 2009 • 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., its Affiliates and certain of their respective managed funds (collectively, “Pershing Square”). Capitalized terms used and not defined herein shall have the meaning set forth in the Warrant Agreement.
