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 11th, 2008 • Borders Group Inc • 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).
Borders Group, Inc. 100 Phoenix Drive Ann Arbor, Michigan 48108Borders Group Inc • April 11th, 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
AMENDMENT NO. 3 to the SECOND AMENDED AND RESTATED MULTICURRENCY REVOLVING CREDIT AGREEMENTCredit Agreement • April 11th, 2008 • Borders Group Inc • Retail-miscellaneous shopping goods stores
Notwithstanding the foregoing, (i) if the Borrowers fail to deliver any Compliance Certificate pursuant to §8.4(c) hereof then, for the period commencing on the next Adjustment Date to occur subsequent to such failure through the date immediately following the date on which such Compliance Certificate is delivered, the Last Out Applicable Margin shall be the Last Out Applicable Margin set forth in Level III above and (ii) the Applicable Margin for the period from the Third Amendment Effective Date through December 31, 2008 shall be the Applicable Margin set forth in Level III above. For the avoidance of doubt, for the period from January 1, 2009 to the date immediately preceding the next Adjustment Date, the Applicable Margin shall be calculated with reference to the Compliance Certificate delivered by the Borrowers with respect to the Fiscal Quarter of the Borrowers ending November 1, 2008.
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 11th, 2008 • Borders Group Inc • 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
