INCREASE OF TOTAL
COMMITMENT
AND
AMENDMENT NO.
1
to the
AMENDED AND RESTATED
MULTICURRENCY REVOLVING CREDIT AGREEMENT
This
INCREASE OF TOTAL COMMITMENT AND AMENDMENT NO. 1 ,
dated as of October 28, 2005 (the " Amendment "), to the
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) 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 ”), (e)
the lending institutions listed from time to time on
Schedule 1 (the “ Lenders
”), (f) FLEET RETAIL GROUP, LLC (formerly
known as Fleet Retail Group, Inc.), as
administrative agent and as collateral agent for itself and such
other lending institutions (the “ Administrative Agent
”), (g) 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 "), (h)
GENERAL ELECTRIC CAPITAL CORPORATION and
NATIONAL CITY BUSINESS CREDIT, INC. , each as
documentation agent for itself and such other lending institutions
(collectively, the " Co-Documentation Agents ") and (i)
BANK OF AMERICA, N.A. , successor by merger to
Fleet National Bank, 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 Amended and Restated Multicurrency
Revolving Credit Agreement dated as of July 30, 2004 (as amended
and in effect from time to time, the “ Credit
Agreement ”);
WHEREAS , each of the Lenders have agreed to increase
their Commitments pursuant to §2.3.2 of the Credit Agreement
thus increasing the Total Commitment to $700,000,000;
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 of
“Aggregate Borrowing Base”
Definition . The definition of “ Aggregate Borrowing
Base ” set forth in §1.1 of the Credit Agreement is
amended by (i) deleting the reference to “85%” in
clause (a) of such definition (relating to Eligible Credit Card
Receivables) and substituting “90%” in lieu thereof;
(ii) deleting the reference to “73%” in clause
(b)(y)(i) of such definition and substituting “71%” in
lieu thereof; (iii) deleting the text “September 1 of any
year through November 30 of such year” in clause (b)(y)(i) of
such definition and substituting “October 1 of any year
through December 31 of such year” in lieu thereof; and (iv)
deleting the reference to “66%” in clause (b)(y)(ii) of
such definition and substituting “64%” in lieu
thereof.
(b)
Amendment of
“Applicable Margin” Definition
. The definition of “ Applicable
Margin ” set forth in §1.1 of the Credit Agreement
is amended by deleting the table set forth therein and substituting
in place thereof the table set forth below:
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Excess
Availability
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Greater than or equal to
$250,000,000
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Greater than or equal to
$100,000,000 but less than $250,000,000
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Less than $100,000,000
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(c)
Amendment of
“Authorized Officers” Definition
. The definition of “ Authorized
Officers ” set forth in §1.1 of the Credit Agreement
is amended by adding the text “, Associate Director,
Treasury“ immediately after the text “Vice President -
Finance and Asset Protection” in such definition.
(d)
Amendment of
“Domestic Borrowing Base”
Definition . The definition of “ Domestic Borrowing
Base ” set forth in §1.1 of the Credit Agreement is
amended by (i) deleting the reference to “85%” in
clause (a) of such definition (relating to Eligible Credit Card
Receivables) and substituting “90%” in lieu thereof;
(ii) deleting the reference to “73%” in clause
(b)(y)(i) of such definition and substituting “71%” in
lieu thereof; (iii) deleting the text “September 1 of any
year through November 30 of such year” in clause (b)(y)(i) of
such definition and substituting “October 1 of any year
through December 31 of such year” in lieu thereof; and (iv)
deleting the reference to “66%” in clause (b)(y)(ii) of
such definition and substituting “64%” in lieu
thereof.
(e)
Amendment of
“Foreign Sublimit” Definition
. The definition of “ Foreign
Sublimit ” set forth in §1.1 of the Credit Agreement
is amended and restated in its entirety to read as
follows:
“ Foreign Sublimit . $200,000,000
(or the Optional Currency equivalent thereof); provided
that, upon the effectiveness of the Borders Ireland Joinder, the
Foreign Sublimit shall be increased to $300,000,000 (or the
Optional Currency equivalent thereof).”
(f)
Amendment of
“Maturity Date” Definition
. The definition of “ Maturity Date
” set forth in §1.1 of the Credit Agreement is amended
and restated in its entirety to read as follows:
“ Maturity Date . October 28, 2010,
as the same may be extended in the sole discretion of the Lenders
pursuant to §2.11.”
(g)
Amendment of “Total
Commitment” Definition
. The definition of “ Total
Commitment ” set forth in §1.1 of the Credit
Agreement is amended and restated in its entirety to read as
follows:
“ Total Commitment . The sum of the
Commitments of the Lenders, as in effect from time to time. On the
First Amendment Effective Date, the Total Commitment shall be
$700,000,000 as a result of an increase in the Total Commitment in
accordance with §2.3.2. The Total Commitment may not be
increased further under §2.3.2.”
(h)
New
Definitions . The Credit Agreement is amended by adding the
following new definitions in the appropriate alphabetical order to
§1 of the Credit Agreement:
Borders Ireland . Borders Books Limited Ireland, a company with
limited liability organized under the laws of Ireland.
Borders Ireland Joinder . The joinder transaction whereby Borders
Ireland shall join this Agreement and the other Loan Documents
as an “Irish Borrower” upon the satisfaction of the
conditions to effectiveness set forth in §8 of the First
Amendment.
European Borrower . Each of the UK Borrower and the Irish
Borrower.
European Guaranteed Obligations
. See §6.1.
First Amendment . That certain Increase in Total Commitment and
Amendment No. 1 to this Agreement, dated as of the First Amendment
Effective Date, by and among the Borrowers, the Agents and the
Lenders.
First Amendment Effective Date
. October 28, 2005.
Irish Borrower . Upon the effectiveness of the Borders Ireland
Joinder, Borders Ireland.
Irish Loans. Revolving credit loans made or to be made by the
Lenders to the Irish Borrower pursuant to §2.1.1.
Irish Note Record . A Record with respect to an Irish
Note.
Irish Obligations . Indebtedness, obligations and liabilities of
the Irish Borrower to any of the Lenders, any Affiliate of any
Lender, any of the Agents and any Issuing Bank individually or
collectively, existing on the date of this Credit Agreement or
arising thereafter, direct or indirect, joint or several, absolute
or contingent, matured or unmatured, liquidated or unliquidated,
secured or unsecured, arising by contract, operation of law or
otherwise, arising or incurred under this Credit Agreement or any
of the other Loan Documents or any Hedging Agreement or any Cash
Management Services or in respect of any of the European Loans made
to the Irish Borrower or Reimbursement Obligations incurred in
respect of Letters of Credit issued for the account of the Irish
Borrower or any of the Irish Notes, Letter of Credit Applications,
Letters of Credit or other instruments at any time evidencing any
thereof.
Irish Security Documents . All instruments, agreements, and/or documents
necessary or advisable under applicable law to create, establish
and/or perfect a security interest in the Collateral owned by the
Irish Borrower, in each case in form and substance reasonably
satisfactory to the Administrative Agent.
(i)
Amendments Relating to
the Addition of the Irish Borrower
.
(i)
Amendment to Definition of
“Borrowers” .
The definition of “ Borrowers ” set forth in
§1.1 of the Credit Agreement is amended and restated in its
entirety to read as follows:
Borrower(s) . As defined in the preamble hereto, and
including, upon the effectiveness of the Borders Ireland Joinder,
the Irish Borrower.
(ii)
Amendment to Definition of
“Security Documents” . The definition of “ Security
Documents ” set forth in §1.1 of the Credit
Agreement is amended by inserting the text “, the Irish
Security Documents” immediately after the words “the
U.K. Security Documents” in such definition.
(iii)
Amendment to Definition of
“Notes” . The
definition of “ Notes ” set forth in §1.1
of the Credit Agreement is amended by inserting the text “,
the Irish Notes” immediately after the words “the U.K.
Notes” in such definition.
(iv)
Amendment to Definition of
“Obligations” . The definition of “ Obligations
” set forth in §1.1 of the Credit Agreement is amended
by inserting the text “, the Irish Obligations”
immediately after the words “the Australian
Obligations” in such definition.
(v)
Amendment to Definition of
“Revolving Credit Loans” . The definition of “ Revolving Credit
Loans ” set forth in §1.1 of the Credit Agreement is
amended by inserting the text “, the Irish Loans”
immediately after the words “the Australian Loans” in
such definition.
(vi)
Amendments to §2.1.1 of the
Credit Agreement .
Section 2.1.1 of the Credit Agreement is amended by (A) inserting
the text “, the Irish Loans” immediately after the
words “the Australian Loans” in such section and (B)
inserting the text “, the Irish Borrower” immediately
after the words “the U.K. Borrower” in such
section.
(vii)
Amendment to §2 of the
Credit Agreement .
Section 2 of the Credit Agreement is amended by (A) renumbering
existing §§2.6.5 and 2.6.6 as “§2.6.6”
and “§2.6.7”, respectively, and (B) adding the
following new §2.6.5 immediately following existing
§2.6.4:
Upon the request of any Lender to the Irish
Borrower, such Lender’s Irish Loans shall be evidenced by
separate promissory notes of the Irish Borrower in substantially
the form of Exhibit A-5 (with appropriate insertions) (each
a “ Irish Note ”). One Irish Note shall be
payable to the order of each such requesting Lender in a principal
amount equal to such Lender’s Commitment Percentage of the
Foreign Sublimit or, if less, the outstanding amount of all Irish
Loans made by such Lender, plus interest accrued thereon, as set
forth below. The Irish Borrower irrevocably authorizes each Lender
to make or cause to be made, at or about the time of the Drawdown
Date of any Irish Loan or at the time of receipt of any payment of
principal on such Lender’s Irish Note, an appropriate
notation on such Lender’s Irish Note Record reflecting the
making of such Irish Loan or (as the case may be) the receipt of
such payment.
(viii)
Amendment to §2.9.2(b) of
the Credit Agreement .
Section 2.9.2(b) of the Credit Agreement is amended by deleting the
text “Unless the Co-Borrowers, the Australian Borrower or the
UK Borrower, as the case may be” and substituting the text
“Unless the applicable Borrower” in lieu
thereof.
(ix)
Amendment to §3.1 of the
Credit Agreement .
Section 3.1 of the Credit Agreement is amended by adding the
following new sentence at the end of such section:
“The Irish Borrower promises to pay on the
Maturity Date, and there shall become due and payable on the
Maturity Date, all of the Irish Loans outstanding to the Irish
Borrower on such date, together with any and all accrued and unpaid
interest thereon.”
(x)
Amendment to §3.2(a) of the
Credit Agreement .
Section 3.2(a) of the Credit Agreement is amended by replacing the
text “and (B)” in the proviso of such section with the
text “, (B)” and adding the following new text at the
end of such section: “and (C) any payments by the Irish
Borrower shall be applied solely to the Irish Loans or Unpaid
Reimbursement Obligations or Reimbursement Obligations in respect
of Letters of Credit issued for the account of the Irish
Borrower.”
(xi)
Other Amendment to §3.2 of
the Credit Agreement .
(A) Section 3.2(c) of the Credit Agreement is amended and restated
in its entirety as follows:
(c) if the Dollar Equivalent of the sum of (x)
the outstanding UK Loans, the Irish Loans and Australian Loans,
plus (y) the LC Exposure in respect of Letters of Credit
issued for the account of the UK Borrower, the Irish Borrower
and/or the Australian Borrower exceeds the Foreign Sublimit, the UK
Borrower, the Irish Borrower and the Australian Borrower shall
immediately pay the amount of such excess to the Administrative
Agent for the respective accounts of the Lenders for application,
(X) in the case of the UK Borrower, first , to any Unpaid
Reimbursement Obligations in respect of Letters of Credit issued
for the account of a UK Borrower; second , to the UK Loans;
and third , to provide to the Administrative Agent Cash
Collateral for Reimbursement Obligations in respect of Letters of
Credit issued for the account of the UK Borrower as contemplated by
§4.2(ii) and (iii), (Y) in the case of the Irish Borrower,
first , to any Unpaid Reimbursement Obligations in respect
of Letters of Credit issued for the account of the Irish Borrower;
second , to the Irish Loans; and third , to provide
to the Administrative Agent Cash Collateral for Reimbursement
Obligations in respect of Letters of Credit issued for the account
of the Irish Borrower as contemplated by §4.2(ii) and (iii),
and (Z) in the case of the Australian Borrower, first , to
any Unpaid Reimbursement Obligations in respect of Letters of
Credit issued for the account of the Australian Borrower;
second , to the Australian Loans; and third , to
provide to the Administrative Agent Cash Collateral for
Reimbursement Obligations in respect of Letters of Credit issued
for the account of the Australian Borrower as contemplated by
§4.2(ii) and (iii).
and (B) the
final paragraph of §3.2 is hereby amended by adding the text
“, Irish Note” immediate after the text “UK
Note”.
(xii)
Amendments to §4.1.1 of the
Credit Agreement .
Section 4.1.1 of the Credit Agreement is amended by (A) deleting
each reference to “the UK Borrower” in such section and
substituting a reference to “any European Borrower” in
lieu thereof and (B) inserting the text “and the Irish
Loans” immediately after the words “the U.K.
Loans” in such section.
(xiii)
Amendments to §4.2 of the
Credit Agreement .
Section 4.2 of the Credit Agreement is amended by replacing the
text “and (c)” in such section with the text “,
(c)” and adding the following new text immediately before the
colon in the introductory paragraph in such section: “and (d)
the Irish Borrower hereby agrees to reimburse or pay to
the
