Termination Agreement - Borders Group Inc., Atlantic Financial Group Ltd and Suntrust Bank
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, dated as of July 22, 2004 (this
"Agreement"), is among BORDERS GROUP, INC., a Michigan corporation ("BGI"), and
certain Subsidiaries of BGI (individually, a "Guarantor" and collectively, the
"Guarantors"), as Guarantors, BORDERS, INC., a Colorado corporation ("Borders"),
and certain other Subsidiaries of BGI, (individually, a "Lessee" and,
collectively, the "Lessees"), as Lessees, ATLANTIC FINANCIAL GROUP, LTD., a
Texas limited partnership (the "Lessor"), certain financial institutions parties
hereto as lenders (together with any other financial institution that becomes a
party hereto as a lender, collectively referred to as "Lenders" and individually
as a "Lender"), and SUNTRUST BANK, a Georgia state banking corporation, as agent
for the Lenders (in such capacity, the "Agent") and Documentation Agent.
BACKGROUND
1. The Guarantors, the Lessees, Lessor, the Lenders and the Agent, are
parties to that certain Master Agreement, dated as of June 21, 2002 (as
heretofore amended or modified from time to time, the "Master Agreement").
2. No Leased Properties were acquired by the Lessor pursuant to the
Master Agreement, and the parties hereto desire to terminate the facility
provided pursuant to the Master Agreement and the documents related thereto.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION 1. Definitions. Capitalized terms used in this Agreement and
not otherwise defined herein, shall have the meanings assigned thereto in the
Master Agreement.
SECTION 2. Termination. As of the Effective Date (as hereinafter
defined), the parties hereto hereby agree that all of rights and obligations of
the Lessees, the Lessor, the Lenders, the Guarantors and the Agent pursuant to
the Master Agreement and the other Operative Documents, including the
Commitments of the Funding Parties pursuant to the Master Agreement, shall be
terminated and shall be of no further force and effect, provided that the
obligations of the Lessees and the Guarantors set forth in Sections 7.1, 7.2,
7.4, 7.5 and Section 8.3 of the Master Agreement and all other obligations of
the Lessees and the Guarantors that explicitly survive the termination of the
Operative Documents shall survive the termination effected by this Agreement.
The "Effective Date" shall mean the date on which the Agent shall have received,
in immediately available funds, an amount equal to (i) $8718.12, which amount
reflects the sum of the outstanding Facility Fee owing to the Funding Parties to
and including July 22, 2004, plus (ii) $500.00 for legal fees and disbursements
due to Brown McCarroll, L.L.P.
SECTION 3. UCC Terminations. The Lenders, the Lessor and the Agent
hereby authorize the Lessees to file any terminations of any UCC financing
statements filed against any Lessee in favor of the Agent in connection with the
Operative Documents.
SECTION 4. Miscellaneous. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Georgia. This Agreement
may be executed by the parties hereto on separate counterparts, each of which
shall constitute an original, and all of which together shall constitute one and
the same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date above written.
BORDERS GROUP, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
---------------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President
and Chief Financial Officer
BORDERS, INC., as a Lessee and as a
Guarantor
By: /s/ Edward W. Wilhelm
---------------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
PLANET MUSIC, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
---------------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
BORDERS PROPERTIES, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
---------------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
WALDENBOOKS PROPERTIES, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
---------------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
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BORDERS ONLINE, LLC, as a Guarantor
By: /s/ Edward W. Wilhelm
--------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
BORDERS OUTLET, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
--------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
BORDERS FULFILLMENT, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
--------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
THE LIBRARY, LTD., as a Guarantor
By: /s/ Edward W. Wilhelm
--------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
WALDEN BOOK COMPANY, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
--------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
BORDERS ONLINE, INC., as a Guarantor
By: /s/ Edward W. Wilhelm
--------------------------------------
Name Printed: Edward W. Wilhelm
Title: Senior Vice President and Treasurer
S-2
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ATLANTIC FINANCIAL GROUP, LTD., as
Lessor
By: Atlantic Financial Managers, Inc.,
its General Partner
By: /s/ Stephen Brookshire
--------------------------------------
Name Printed: Stephen Brookshire
Title: President
SUNTRUST BANK, as Agent, Documentation
Agent and as a Lender
By:
--------------------------------------
Name Printed:
Title:
HIBERNIA NATIONAL BANK, as a Lender
By:
--------------------------------------
Name Printed:
Title:
MERRILL LYNCH BUSINESS FINANCIAL
SERVICES INC., as a Lender
By:
--------------------------------------
Name Printed:
Title:
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ATLANTIC FINANCIAL GROUP, LTD., as Lessor
By: Atlantic Financial Managers, Inc.,
its General Partner
By:
-------------------------------------
Name Printed: Stephen Brookshire
Title: President
SUNTRUST BANK, as Agent, Documentation
Agent and as a Lender
By: /s/ Charles B. Biggers III
-------------------------------------
Name Printed: Charles B. Biggers III
Title: Director
HIBERNIA NATIONAL BANK, as a Lender
By:
-------------------------------------
Name Printed:
Title:
MERRILL LYNCH BUSINESS FINANCIAL SERVICES
INC., as a Lender
By:
-------------------------------------
Name Printed:
Title:
S-4
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ATLANTIC FINANCIAL GROUP, LTD., as Lessor
By: Atlantic Financial Managers, Inc.,
its General Partner
By:
-------------------------------------
Name Printed: Stephen Brookshire
Title: President
SUNTRUST BANK, as Agent, Documentation
Agent and as a Lender
By:
-------------------------------------
Name Printed:
Title:
HIBERNIA NATIONAL BANK, as a Lender
By: /S/ Laura K. Watts
-------------------------------------
Name Printed: Laura K. Watts
Title: V.P.
MERRILL LYNCH BUSINESS FINANCIAL SERVICES
INC., as a Lender
By:
-------------------------------------
Name Printed:
Title:
S-5
<PAGE>
MERRILL LYNCH BUSINESS FINANCIAL SERVICES
INC., as a Lender
By: /s/ Patrick A. Lucas
-------------------------------------
Name Printed: Patrick A. Lucas
Title: V.P.
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