BORDERS GROUP INC
EXHIBIT 10.49  AMENDMENT 1 TO MULTICURRENCY
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<FILENAME>f02-ex10_50.htm
<DESCRIPTION>EXHIBIT 10.49  AMENDMENT 1 TO MULTICURRENCY
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<head><title>Exhibit 10.50</title></head>
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<H1><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 10.50</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>BORDERS
GROUP, INC.</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>AMENDMENT NO. 1<br>
                                                                to the<br>
                                               MULTICURRENCY REVOLVING CREDIT AGREEMENT</FONT></H1>

<br>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This
AMENDMENT NO. 1 dated as of September 18, 2002 (the
&#147;<U>Amendment</U>&#148;) to the MULTICURRENCY REVOLVING CREDIT AGREEMENT is
by and among BORDERS GROUP, INC (&#147;<U>BGI</U>&#148;), BORDERS, INC., WALDEN
BOOK COMPANY, INC., BGP (UK) LIMITED, BORDERS (UK) LIMITED and BORDERS AUSTRALIA
PTY LTD (each individually, a &#147;<U>Borrower</U>&#148; and together with BGI,
the &#147;<U>Borrowers</U>&#148;), the lending institutions signatory hereto,
PNC Bank, National Association, as administrative agent for itself and such
other lending institutions (the &#147;<U>Administrative Agent</U>&#148;), Fleet
National Bank, as syndication agent for itself and such other lending
institutions (the &#147;<U>Syndication Agent</U>&#148;), Wachovia Bank, National
Association, as co-syndication agent for itself and such other lending
institutions and Bank One, NA (Main Office Chicago) as documentation agent for
itself and such other lending institutions. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
the Borrowers, the lending institutions listed on <U>Schedule 1</U> thereto (the
&#147;<U>Lenders</U>&#148;), the Administrative Agent, the Syndication Agent,
Wachovia Bank, National Association, as co-syndication agent for itself and such
other lending institutions and Bank One, NA (Main Office Chicago) as
documentation agent for itself and such other lending institutions are parties
to that certain Multicurrency Revolving Credit Agreement dated as of June 21,
2002 (as amended and in effect from time to time, the &#147;<U>Credit
</U>Agreement&#148;; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS,
at the Borrowers&#146; request, the Lenders and the Bank Agents, subject to the
terms and conditions hereof, have agreed to amend the Credit Agreement as set
forth herein; </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW,
THEREFORE, the Borrowers, the Lenders and the Bank Agents hereby agree as follows:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.1.
<u>Defined Terms.</u>  Capitalized  terms used herein without  definition  that are defined in the Credit
Agreement  shall have the same meanings herein as in the Credit Agreement.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.2.
<u>Amendments to the Credit Agreement.</u>  The Credit Agreement is hereby amended as follows:</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
<u>Amendment of Restricted  Payment Amount Definition.</u>  The definition of "Restricted  Payment Amount"
set forth in ss.1.1 of the Credit Agreement is amended and restated in its entirety to read as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Restricted
Payment Amount</U>. (a) Over the term of the Credit Agreement, an amount not to
exceed the sum of (i) $100,000,000 <U>plus</U> (ii) the aggregate amount paid to
BGI (whether in cash or in shares of BGI&#146;s stock), from time to time and at
any time since the Closing Date, by officers, employees or directors of BGI or
any of its Subsidiaries in connection with the exercise of options to purchase
shares of BGI&#146;s stock, <U>plus</U> (iii) the realized tax benefit (as
calculated by BGI in a manner satisfactory to the Bank Agents) for tax years
ending after the Closing Date, resulting from the exercise, from time to time
and at any time since the Closing Date, of such options or resulting from the
lapse, from time to time and at any time since the Closing Date, of restrictions
on (and vesting of rights in) certain shares of BGI&#146;s stock subject to the
Management Stock Purchase Plan or any similar successor plan and (b) during any
Fiscal Year, an amount not to exceed the sum of (i) $50,000,000 <U>plus</U> (ii)
the aggregate amount paid to BGI (whether in cash or in shares of BGI&#146;s
stock), from time to time and at any time during such Fiscal Year, by officers,
employees or directors of BGI or any of its Subsidiaries in connection with the
exercise of options to purchase shares of BGI&#146;s stock, <U>plus</U> (iii)
the realized tax benefit (as calculated by BGI in a manner satisfactory to the
Bank Agents) for such Fiscal Year, resulting from the exercise, from time to
time and at any time since January 28, 2002, of such options or resulting from
the lapse, from time to time and at any time since January 28, 2002, of
restrictions on (and vesting of rights in) certain shares of BGI&#146;s stock
subject to the Management Stock Purchase Plan or any similar successor plan. For
purposes of calculating the Restricted Payment Amount, to the extent shares of
BGI&#146;s stock are delivered to BGI in payment of the exercise price of
options, or in payment of taxes associated with the exercise of options or the
vesting of restricted shares, such delivered shares are deemed to be repurchased
by BGI at fair market value (as defined in BGI&#146;s stock option plan) on the
date of delivery to BGI. Such delivered share repurchases will serve to reduce
the available Restricted Payment Amount. </FONT>
</TD>
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<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
<u>Amendment of SunTrust  Portion  Definition.</u>  The  definition  of  <u>"SunTrust  Portion"</u> set forth in
ss.1.1 of the Credit Agreement is amended by deleting the date  "November 1, 2002" that appears in such
definition and substituting in place thereof the date "December 1, 2002".</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
<u>Addition of Definition.</u>  Section 1.1 of the Credit  Agreement is amended by inserting the
following new definition in the appropriate alphabetical order therein:</FONT></P>

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<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U>Syndication
Agent</U>. Fleet National Bank acting as syndication agent for the Lenders and
each other Person appointed as the successor Syndication Agent in accordance
with &#167;14.9. </FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)
<u>Amendment of Letter of Credit Commitments  Section.</u>  Section 4.1.1 of the Credit Agreement is
amended by deleting the dollar amount "$25,000,000" that appears in such section and substituting in
place thereof the dollar amount "50,000,000".</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)
<u>Amendment  of  Restrictions  on  Indebtedness  Covenant.</u>  Section  9.1(j) of the Credit  Agreement  is amended by (i)
deleting the date  "October  31, 2002" that appears in clause (i) of such  paragraph  (j) and  substituting  in place  thereof the date
"November 30, 2002" and (ii) deleting the date  "November 1, 2002" that appears in clause (ii) of such  paragraph (j) and  substituting
in place thereof the date "December 1, 2002".</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.3.
<u>Affirmation  of the  Borrowers  and  Guarantors.</u>  Each of the  Borrowers  hereby  affirms its absolute and  unconditional
promise to pay to each Lender and the Agents the Loans and all other  amounts due under the Notes and the Credit  Agreement  as amended
hereby,  at the times and in the amounts  provided for therein.  Each of the Guarantors  hereby affirms its guaranty of the Obligations
in accordance with the provisions of the Guaranty.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.4.
<u>Conditions to  Effectiveness.</u>  Upon  satisfaction of the following  conditions,
this Amendment shall be deemed effective as of the date hereof (the <u>"Effective Date"</u>):</FONT></P>


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<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <u>Loan  Documents.</u>  This Amendment shall have been duly executed and delivered by the respective  parties  thereto,
                    shall be in full force and effect and shall be in form and substance satisfactory to the Required
Lenders.</FONT>
</TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) C<u>orporate  Action.</u>  All corporate  action  necessary for the valid  execution,  delivery and  performance  by the
                      Borrowers shall have been duly and effectively  taken, and evidence thereof  satisfactory to the Syndication  Agent shall have
         been provided to the Syndication Agent.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.5.
<u>Representations  and Warranties.</u>  The Borrowers hereby  represent and warrant to the Lenders,  the Agents and the
Issuing Bank as follows:</FONT></P>

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<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)      <u>Representations  and Warranties in Credit  Agreement.</u>  The  representations  and warranties of the Borrowers

         and their Subsidiaries  contained in the Credit Agreement,  as amended hereby, are true and correct on the date hereof (except
         to the extent of changes  resulting from  transactions  contemplated or permitted by this Credit  Agreement and the other Loan
         Documents  and changes  occurring  in the  ordinary  course of business  that singly or in the  aggregate  are not  materially
         adverse,  and to the extent that such  representations  and warrants relate  expressly to an earlier date),  and no Default or
         Event of Default has occurred and is continuing.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)      <u>Authority,  No Conflicts,  Etc.</u> The  execution,  delivery and  performance of this Amendment and all related

         documents  and the  consummation  of the  transactions  contemplated  hereby and thereby (a) are within the  corporate (or the
         equivalent  company)  authority of such Person,  (b) have been duly  authorized by all necessary  corporate (or the equivalent
         company)  proceedings,  (c) do not and will not conflict  with or result in any breach or  contravention  of any  provision of
         law,  statute,  rule or  regulation  to which any of the  Borrowers or any of their  Subsidiaries  is subject or any judgment,
         order,  writ,  injunction,  license or permit  applicable to any of the Borrowers or any of their  Subsidiaries and (d) do not
         conflict with any provision of the Governing  Documents  of, or any  agreement or other  instrument  binding upon,  any of the
         Borrowers or any of their Subsidiaries.</FONT>
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)      <u>Enforceability  of  Obligations.</u>  This Amendment and the Credit  Agreement as amended hereby  constitute the

         legal, valid and binding  obligations of each Borrower and each of their respective  Subsidiaries  party thereto,  enforceable
         against each  Borrower and each of their  respective  Subsidiaries,  in  accordance  with their  respective  terms,  except as
         limited by bankruptcy, insolvency, fraudulent conveyance,  reorganization,  moratorium, or other laws relating to or affecting
         creditors' rights generally,  general equitable  principles  (whether  considered in equity or at law) and an implied covenant
         of good  faith and fair  dealing,  and  except to the extent  that  availability  of the  remedy of  specific  performance  or
         injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.</FONT>
</TD>
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</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.6. .
<u>No Other  Amendments.</u>  Except as expressly  provided in this  Amendment,  all of the terms,  conditions  and provisions of
the Credit  Agreement  and the other Loan  Documents  shall remain the same.  It is declared  and agreed by each of the parties  hereto
that the Credit  Agreement,  as amended  hereby,  shall  continue  in full force and  effect,  and that this  Amendment  and the Credit
Agreement shall be read and construed as one instrument.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.7.
<u>Execution  in  Counterparts.</u>  This  Amendment  may be  executed  in any  number of  counterparts  and by each  party on a
separate  counterpart,  each of which when so executed and delivered shall be an original,  but all of which together shall  constitute
one instrument.  In proving this Amendment,  it shall not be necessary to produce or account for more than one such counterpart  signed
by the party against whom enforcement is sought.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.8.  .
<u>Governing  Law.</u> THIS AMENDMENT IS INTENDED TO TAKE EFFECT AS AN AGREEMENT  UNDER SEAL UNDER THE LAWS OF THE  COMMONWEALTH
OF  MASSACHUSETTS  AND SHALL FOR ALL PURPOSES BE CONSTRUED IN  ACCORDANCE  WITH AND GOVERNED BY THE LAWS OF SAID  COMMONWEALTH  WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.9.  <u>Headings.</u>  Headings or captions used in this  Amendment  are for  convenience  or reference  only and shall not define or
limit the provisions hereof.</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ss.10.  <u>Expenses.</u>  The  Borrowers  jointly  and  severally  hereby  agree to pay to the  Syndication  Agent,  on  demand  by the
Syndication  Agent, all reasonable  out-of-pocket  costs and expenses incurred or sustained by the Syndication Agent in connection with
the preparation of this Amendment (including reasonable legal fees).</FONT></P>





<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties have executed this Amendment
under seal as of the date first above written.</FONT></P>



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