AMENDMENT NO. 1
to the
SECOND AMENDED AND RESTATED MULTICURRENCY
REVOLVING CREDIT AGREEMENT
This AMENDMENT
NO. 1 , dated as of April 2, 2007 (the “
Amendment ”), to the SECOND AMENDED AND RESTATED
MULTICURRENCY REVOLVING CREDIT AGREEMENT is by and among (a)
BORDERS GROUP, INC. (“ BGI ”), a Michigan
corporation, 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 (“ BGP (UK) ” and
together with BGI, Borders and Walden, the “ Co-
Borrowers”), (b) BORDERS (UK) LIMITED , a company
with limited liability organized under the laws of England (the
“UK Borrower”), (c) BORDERS AUSTRALIA PTY
LIMITED, a company organized under the laws of Australia (the
“ Australian Borrower ”), (d) BORDERS BOOKS
IRELAND LIMITED , a company with limited liability organized
under the laws of Ireland (the “ Irish Borrower
”), (e) any other Subsidiary of BGI which becomes a
Borrower hereunder pursuant to §5.16 (together with the
Co-Borrowers, the UK Borrower and the Australian Borrower, the
“ Borrowers ”), (f) the lending
institutions listed from time to time on Schedule 1
(the “ Lenders ”), (g) BANK OF AMERICA,
N.A. , as administrative agent and as collateral agent for
itself and such other lending institutions (the “
Administrative Agent ”), (h) JPMORGAN CHASE BANK,
N.A. and WELLS FARGO RETAIL FINANCE, LLC , each as a
syndication agent for itself and such other lending institutions
(collectively, the “ Co-Syndication Agents ”),
(i) GENERAL ELECTRIC CAPITAL CORPORATION and LASALLE
RETAIL FINANCE , a division of LA SALLE BUSINESS CREDIT, LLC ,
each as documentation agent for itself and such other lending
institutions (collectively, the “ Co-Documentation
Agents ”) and (j) BANK OF AMERICA, N.A. , as an
Issuing Bank hereunder, and with BANC OF AMERICA SECURITIES LLC
and JPMORGAN SECURITIES INC., as Co-Lead Arrangers. Capitalized
terms used herein and not otherwise defined shall be defined as
provided in §1.
WHEREAS ,
the Borrowers, the Lenders, and the Agents are parties to that
certain Second Amended and Restated Multicurrency Revolving Credit
Agreement dated as of July 31, 2006 (as amended and in effect
from time to time, the “Credit Agreement”);
WHEREAS,
at the Borrowers’ request, the Lenders and the Agents,
subject to the terms and conditions hereof, have agreed to amend
the Credit Agreement as set forth herein;
NOW,
THEREFORE, the Borrowers, the Lenders and the Agents hereby
agree as follows:
§1.
Defined Terms. Capitalized terms used herein without definition
that are defined in the Credit Agreement shall have the same
meanings herein as in the Credit Agreement.
§2.
Amendments to the
Credit Agreement . On the Effective
Date (as defined below), the Credit Agreement is hereby amended as
follows:
(a)
Amendment to §1.1
of the Credit
Agreement . The first sentence of the definition of
Investments in Section 1.1 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:
Investments . All expenditures made and all liabilities
incurred (contingently or otherwise) by any Person for the
acquisition of stock, membership interests, partnership interests
or other equity interests, other than repurchases or redemptions of
stock, membership interests, partnership interests or other equity
interests of such Person, or Indebtedness of, or for loans,
advances, capital contributions or transfers of property to, or in
respect of any guaranties (or other commitments as described under
Indebtedness), or obligations of, any Person.
(b)
Amendment to §9.1
of the Credit
Agreement . Section 9.1(i) of the Credit
Agreement is hereby amended and restated in its entirety as
follows:
”(i) unsecured
Indebtedness of BGI having a maturity at least three
(3) months after the Maturity Date, in aggregate principal
amount not to exceed $300,000,000; provided that at the time
of incurrence of such Indebtedness, no Default or Event of Default
has occurred and is continuing or would result therefrom;
and”
(c)
Amendment to §9.4
of the Credit
Agreement . Section 9.4 of the Credit Agreement
is hereby amended by adding new subsections (d) and
(e) as follows:
”(d) solely
in connection with the issuance of the unsecured Indebtedness of
BGI permitted under §9.1(i) to be issued in April 2007,
BGI and its Subsidiaries may enter into (i) a derivatives
transaction with one or more Derivatives Counterparties obligating
BGI or any of its Subsidiaries to make payments on or substantially
concurrently with the date of the issuance of such unsecured
Indebtedness to such Derivatives Counterparties, if such
transaction is entered into for the purpose of hedging in
connection with such unsecured Indebtedness or reducing potential
equity dilution if such unsecured Indebtedness is converted into
equity; provided that the aggregate amount of any such
payment is made with (or netted out of) the proceeds of such
unsecured Indebtedness, and (ii) a derivatives transaction
with one or more Derivatives Counterparties pursuant to which BGI
or any of its Subsidiaries may be required to make a payment, but
only to the extent that either (A) after taking into account
any substantially concurrent payments made by such Derivatives
Counterparty to BGI or its Subsidiaries permitted to be offset by
the terms of such derivatives or other transaction, neither BGI nor
any of its Subsidiaries is obligated to make further payments to
such Derivatives Counterparty in respect of such derivatives
transaction, or (B) such payment is made in shares of Capital
Stock of BGI, or to the extent that shares of Capital Stock of BGI
are exchanged generally for the right to receive cash and/or other
assets or securities, then such cash and/or other assets or
securities ; provided that this clause (B) does not
permit BGI to deliver cash and/or other assets or securities to
Derivatives Counterparties except to the extent it is permitted to
deliver such cash and/or other assets or securities to holders of
shares of Capital Stock of BGI generally; and
(e)
solely in connection with the issuance of the unsecured
Indebtedness of BGI permitted under §9.1(i) to be issued in
April 2007, BGI and its Subsidiaries may enter into a
derivatives transaction with one or more Derivatives Counterparties
obligating BGI or any of its Subsidiaries to make deliveries of its
Capital Stock after the date of the issuance of such unsecured
Indebtedness to such Derivatives Counterparties as a result of any
change in market value of any Capital Stock of BGI or such
Subsidiary.”
(d)
Amendment to §9.15
of the Credit
Agreement . Section 9.15 of the Credit Agreement
is hereby amended and restated in its entirety as
follows:
” 9.15
Payments of Senior Indebtedness .
The Borrowers may,
and may permit any of their Subsidiaries to, make (i) any payment
(including prepayment), redemption or repurchase of principal
(whether mandatory, voluntary, upon conversion or otherwise) in
respect of the unsecured Indebtedness of BGI permitted under
§9.1(i), or (ii) any optional or voluntary prepayment,
redemption or repurchase of any Indebtedness ranking pari
passu in priority of payment with the Obligations (each such
payment described in clause (i) and (ii) above, a “
Senior Indebtedness Payment ”) so long as (a) no
Default or Event of Default has occurred and is continuing or would
result therefrom, and (b) BGI delivers to the Lenders on or
before the date on which it or any of its Subsidiaries agrees
to
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