Exhibit 10.10
Borders Group, Inc.
100 Phoenix Drive
Ann Arbor, Michigan 48108
March 30, 2009
Pershing Square Capital Management, L.P.
888 Seventh Avenue, 42nd Floor
New York, New York 10019
Attention:
William A. Ackman, Managing Member
Re: Warrant Agreement
Ladies and Gentlemen:
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.
The Company and Pershing Square
hereby agree that the Warrants shall only be exercisable in the
following amounts at the following times: (i) prior to June 30,
2009, 3,675,000 Warrants, (ii) prior to September 30, 2009,
7,350,000 Warrants and (iii) prior to December 31, 2009, 11,025,000
Warrants. For the avoidance of doubt, on or after December 31,
2009, all of the Warrants shall be exercisable. Notwithstanding the
foregoing, in the event of the earlier of (i) a Change of Control
Event, Public Stock Merger, Recapitalization Event or
Reorganization Event, or (ii) the public announcement by the
Company or any other party of such person’s intent to enter
into a transaction, which if consummated would constitute a Change
of Control Event, Public Stock Merger, Recapitalization Event or
Reorganization Event, all of the Warrants shall immediately become
exercisable.
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